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ASSET SALE AND PURCHASE AGREEMENT
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This ASSET SALE AND PURCHASE AGREEMENT, ("Agreement") is made and entered into
on October 6, 2000, by and between Finmek Holdings N.V., a Belgian corporation
with registered offices in Belgium at 1831 Machelen, Vuurberg 80, Airport
Business Center ("Finmek"), and its following affiliates, Genicom S.A., a French
corporation with registered offices in France at 91601 Savigny Sur Orge, ZAC des
Gatines, 00 xxxxxx xx Xxxxxxxxxx, Xxxxxxx SPA, an Italian corporation with
registered offices in Italy at Milan, Xxx Xxxxxxx 0 xxx Xxxxxxx Xxx, x Xxxxxx
Xxxxxxx corporation with registered offices in the United Kingdom at
Xxxxxxxxxxx, Xxxxxxxxx XX00 ONR, Xxxxxxxxx Mall, Xxxxxxxxx (each of Genicom
S.A., Genicom SPA and Genicom Ltd. hereinafter collectively referred to as
"Sellers" and individually as "Seller"), on the one side, and Vertex Support and
Maintenance ("VSM"), a division of Vertex Interactives Inc, a New Jersey
corporation with registered offices at Xxxxxxx, Xxx Xxxxxx 00000-0000, 00 Xxxxx
Xxxxxx, X.X. Xxx 000 ("Xxxxxx") and SIS S.r.l., an Italian corporation with
registered offices in Italy at 20063 Cernusco Sul Naviglio, Via Ungaretti
(hereinafter referred to as "Buyer"), on the other side. Each of Finmek,
Sellers, Vertex and Buyer may hereinafter be referred to as a "Party" or,
collectively, as "Parties".
Whereas Sellers operate a business engaged in the development, distribution,
support and maintenance of printers and related options, consumables, spares and
products,
Whereas Sellers desire to sell, transfer and assign to Buyer, and Buyer desires
to purchase and acquire from Sellers the Purchased Assets (as hereinafter
defined); and,
Whereas, Sellers wish to assign to Buyer, and Buyer is willing to assume, the
Assumed Liabilities (as hereinafter defined),
Whereas this Agreement sets forth the terms and conditions upon which Sellers
sell to Buyer and Buyer purchases from Sellers the Purchased Assets and upon
which Sellers assign to Buyer and Buyer assumes the Assumed Liabilities,
Now therefore, in consideration of the mutual agreements contained herein, and
intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE 1
SALE AND PURCHASE OF ASSETS
1.1. Sale and Purchase of Assets: On the terms and subject to the conditions
hereof, Finmek shall cause Sellers to sell, transfer and assign to Buyer,
and VSM shall cause Buyer to purchase and acquire, all of Sellers' right,
title and interest in the assets of Sellers described in point 1.2.,
(collectively the "Purchased Assets").
1.2. Purchased Assets: The Purchased Assets represent the service and
maintenance business of Genicom S.A., Genicom SPA and Genicom Ltd.
("Genicom Service Business"). The Genicom Service Business relates to the
support and maintenance of printers and related options, consumables,
spares and products that are developed or distributed by Sellers, a list
of which existing at the signature date of this Agreement (the "Signature
Date") is attached hereto as exhibit 1 (the "Products").
Genicom Service Business includes (i) the Genicom Legal Warranty services,
(ii) the Service in Box Services,(iii) the Repair Workshop, (iv) the Spare
Parts Handling and (v) the Time and Materials Calls and, (vi) the
commercial activities related to the promotion of the
Genicom Service Business, as those terms are defined in the service
agreement to be entered into among inter alia Finmek Holdings NV and VSM
(the "Service Agreement").
The Purchased Assets include only the following:
- the Equipment as detailed in exhibit 1 of each Implementation Agreement,
- the Expensed Assets being the laptop computers, software, printers,
mobile phones, pagers, calculators and documents used by the employees
of Sellers whose employment agreement is transferred to Buyer and
detailed in exhibit 2 of each Implementation Agreement,
- the Inventory as detailed in exhibit 3 of each Implementation Agreement,
- the Contracts being all claims, rights and benefits of Sellers arising
after the Effective Date and detailed in exhibit 4 of each
Implementation Agreement,
- the Work in Progress being all works in progress related to the "time
and materials" activities or to the repair activities not invoiced to
the clients at the Effective Date,
- the Books and Records related to the Genicom Service Business,
- the know-how and goodwill relating to the Genicom Service Business.
1.3 Excluded Assets: The Purchased Assets shall in no event include any assets
that are not expressly listed as Purchased Assets and, for the avoidance
of doubt, will not include the following:
- the development and distribution businesses of Sellers,
- the accounts receivables related to the Contracts unpaid as of the
Effective Date
- right, title or interest in or to (i) the intellectual property rights
contained in the Products, (ii) the trademarks, copyrights, patents or
trade secrets of Sellers or (iii) the name Genicom,
- cash or cash equivalent,
- contracts of insurance,
- real properties,
- Sellers corporate seal, minute books, charter documents, corporate stock
records books and such other books and records.
1.4. Assignment of contracts: Nothing in this Agreement will constitute an
assignment or require an assignment of any Contract to be assigned that is
not capable of being assigned without the consent, approval or waiver of a
third person or entity ("Non assignable Contracts"). Sellers will not be
obligated to assign to Buyer any of its rights and obligations in and to
any of the Non assignable Contracts without having obtained all necessary
consents, approvals and waivers necessary for such assignment. Sellers
will however use its best efforts to obtain all such consents, approvals
and waivers. Sellers shall notify the sale of the Genicom Service Business
to any client, supplier or third party which entered into Contracts. Buyer
will cooperate with Sellers in these efforts. None of Buyer or Sellers
will be required to incur any liability or to pay any consideration in
connection with the Non assignable Contracts; provided, however, that if
Sellers are unable to assign a Non assignable Contract, upon the request
of Buyer, Sellers shall perform all of the obligations under the Contract
and Buyer shall be entitled to receive all payments made under such
Contract less the expenses incurred by Sellers in the performance thereof.
ARTICLE II
PURCHASE PRICE
2.1. Purchase Price: In consideration of the conveyance to Buyer of the
Purchased Assets, VSM shall cause Buyer to deliver to Sellers the Purchase
Price of 2,500,000 USD and to assume the Assumed Liabilities as described
in point 2.4.
2.2. Allocation: The Purchase Price will be allocated as follows:
(i) 500,000 USD will be paid to Genicom S.A., Genicom SPA and Genicom
Ltd. into an escrow as provided in point 2.3. and
(ii) the following amounts will be paid to the Genicom S.A., Genicom SPA
and Genicom Ltd. on the Effective Date relating to such Seller:
320,000 USD to Genicom S.A.
560,000 USD to Genicom SPA.
1,120,000 USD to Genicom Ltd.
2.3. Escrow Agreement: The portion of the Purchase Price to be paid into an
escrow will be carried out through a transfer of 32,384 Vertex shares
having a value equal to 500,000 USD on the Effective Date, as per its
listing on the NASDAQ National Market System (the reference value shall be
the value on the close of the NASDAQ National Market System on the last
U.S. business day before Signature Date). Said Vertex shares will be
transferred to Finmek on behalf of Genicom SA, Genicom SPA and Genicom
Ltd. and will be kept into escrow in execution of the escrow agreement
attached hereto as exhibit 2 by an escrow agent mutually appointed by both
Parties. Vertex shall at the end of every month after the Signature Date
ensure that the amount of shares deposited in the escrow account will have
a value of 500,000 USD as per its listing on the NASDAQ National Market
System. VSM shall be entitled to adjust the amount of shares put in escrow
to the extent necessary to comply with such requirement (also by causing
the Escrow Agent to release part of the shares held in escrow) and Finmek
shall at any time during the term of the Escrow Agreement be entitled to
require proof of compliance. VSM will also be authorized to replace at
any time the Vertex Shares put in escrow by a cash deposit of 500,000 USD.
Should VSM or Buyer make a claim pursuant to article 7 hereof, and such
claim is not settled or decided by the competent authority before
September 1, 2001, then the Escrow Agent shall be entitled to retain the
shares held in escrow or the cash deposit, as the case may be, and VSM
shall be entitled to withhold the payment of 500,000 USD in cash until the
above-mentioned claim is finally settled or decided. Subject to the
preceding sentence, on September 1, 2001, if Vertex Shares are in escrow,
VSM shall pay 500,000 USD in cash to the respective bank accounts of
Genicom SA, Genicom SPA and Genicom Ltd. proportionally to the 2,000,000
USD allocation made in article 2.2. After such payment has been
received by each of these Sellers, the escrow agreement shall terminate
and the shares returned to VSM. If, alternatively, it is a cash deposit of
500,000 USD that is put in escrow, such deposit will be transferred by the
Escrow Agent to the respective bank accounts of Genicom SA, Genicom SPA
and Genicom Ltd. proportionally to the 2,000,000 USD allocation made in
article 2.2 and the escrow agreement shall terminate.
2.4. Assumed Liabilities. At the Effective Date, Buyer will assume and
thereafter pay, perform, or otherwise discharge, as and when the same
shall become due and payable and hold Sellers harmless from any and all
liabilities and obligations of Sellers relating to the
Purchased Assets which were incurred in the ordinary course of the
business. For the avoidance of doubt, Assumed Liabilities include among
others all obligations due pursuant to the Contracts (even if payment
under such Contracts has already been made to Sellers), all liabilities
and obligations arising from product warranty claims in respect of
Products sold prior to the Effective Date and all liabilities and
obligations arising from employment agreements that are transferred to
Buyer.
2.5. Excluded Liabilities. Buyer will not assume any liabilities with respect
to (i) violations by Sellers of any law, (ii) breaches of the Agreement
which occurred prior to the Effective Date, (iii) matters which do not
relate directly to the Purchased Assets, (iv) matters which are the
subject of pending or threatened litigation at the Effective Date and (v)
all liabilities for federal, state and local taxes incurred by Seller
prior to the Effective Date. Sellers will however duly inform Buyer about
the existence of any of these liabilities.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF FINMEK AND SELLERS
Finmek and Sellers represent and warrant to Vertex and Buyer as of the
date hereof and as of the Effective Date the following:
3.1. Organization; Qualification. Each of Finmek and the Sellers is a
corporation duly organized, validly existing and in good standing under
its applicable laws and has corporate power and authority to own its
assets and carry on its business as it is presently being conducted.
Finmek and Sellers are duly qualified and in good standing to do business
in each jurisdiction in which their business makes such qualification.
3.2. Authority Relative to this Agreement. Finmek and Sellers have corporate
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and thereby. The execution
and delivery by Finmek and Sellers of this Agreement and the consummation
by it of the transactions contemplated hereby and thereby, have been duly
authorized by their respective Board of Directors, and no other corporate
proceedings on the part of Finmek or Sellers are necessary with respect
thereto. This Agreement has been duly executed and delivered by Finmek and
Sellers and this Agreement, when executed and delivered to VSM and Buyer,
will constitute valid and binding obligations of Finmek and Sellers.
3.3. No Violation. The execution and delivery by Finmek and Sellers of this
Agreement does not, and the consummation of the transactions contemplated
hereby and thereby, will not (i) violate or result in a breach of any
provision of the certificate of incorporation or bylaws, (ii) result in a
default, or give rise to any right of termination, modification or
acceleration, or the imposition of an encumbrance on any of the Purchased
Assets, under the terms or provisions of any agreement or other instrument
or obligation to which Finmek or Sellers are a party or by which Finmek or
Sellers may be bound, or (iii) violate any law or regulation, or any
judgment, order or decree of any court, governmental body, commission,
agency or arbitrator applicable to Finmek or Sellers.
3.4. Consents and Approvals. There is no requirement applicable to Finmek or
Sellers to make any filing with, or to obtain any consent or approval from
any person, as a condition to the consummation of the transactions
contemplated by this Agreement, except as specified in exhibit 3.
3.5. Sufficiency of Purchased Assets. The Purchased Assets include all of the
assets of Sellers used by Sellers in the conduct of the Genicom Service
Business as it is presently being conducted.
3.6. Encumbrances. All Purchased Assets are free and clear of all encumbrances.
3.7. Absence of undisclosed liabilities. Sellers declare that since June 30,
2000 they have not incurred any liabilities or obligations which are not
reflected in the Sellers' financial statements and which have or can be
expected to have a material adverse effect on Purchased Assets.
3.8. Litigation. There is no action, suit or proceeding to which any of the
Sellers is a party (either as a plaintiff or as a defendant) pending or
threatened (by means of formal notice, letter or information) before any
court or governmental agency, authority, body or arbitrator which has or
can be expected to have a material adverse effect on the Purchased Assets.
Neither the Sellers nor any officer, director or employee of the Sellers
has been permanently or temporarily enjoined by any order, judgement or
decree of any court or governmental agency, authority or body from
engaging in or continuing any conduct or practice in connection with the
Purchased Assets. There are no orders, judgements or decrees of any court,
tribunal or authority in existence on the date hereof enjoining or
requiring the Sellers to take any action of any kind with respect to the
Purchased Assets.
3.9. No brokers. The Seller have not incurred any liability for any brokerage,
finder's or similar fees or commissions in connection with the
transactions contemplated hereby.
3.10. Insurance. The Sellers and their premises are and have been fully covered
against damage, injury, third party loss and any other risks and
liabilities normally covered by insurance. All such insurance policies are
in full force and effect and are not void or voidable and will be
maintained at least until the Effective Date. There are no claims with
respect to the Purchased Assets outstanding under any insurance policy.
3.11. Contracts and Commitments. The Sellers represent and warrant that, with
reference to the Purchased Assets, they are not a party to any oral or
written and unperformed: (i) employment contract (including contracts with
independent contractors or consultants) or (ii) contract with any labour
union or other organisation representing its managers or employees.
3.12. Compliance with law. Each of the Sellers has carried on its business in
accordance with applicable laws and regulations, particularly those
relating to company law, accountancy, tax, social security, employment
law, competition law, price and payment control, products and services,
environment, health and safety which would have a material adverse affect
on the Purchased Assets.
3.13. Absence of certain changes or events. Since June 30, 2000, the Sellers
have not (i) entered into any transaction which is not in the usual and
ordinary course of business, (ii) made, or committed to make, any changes
in the compensation payable to any officer, director, employee or agent of
the Sellers, or any bonus payment or similar arrangements made to or with
any of such officer, director, employee or agent, except for those
ordinarily scheduled in such period, (iii) received notice of any
litigation, warranty claim or products liability claims, or (iv) made, or
committed to make, nor undertaken any obligation, present or future, to or
in respect of its previous or current company officers, employees or
independent contractors relating to their conditions of employment,
termination of services, retirement, sickness, death, disability or
insurance.
3.14 Disclosure. The information concerning the Sellers set forth in this
Agreement, the Enclosures attached hereto and any documents, statement or
certificate, furnished or to be furnished to the Buyer pursuant hereto,
does not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated herein or therein or
necessary to make the statements and fact contained herein or therein, in
light of the circumstances in which they are made, not false and
misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF VERTEX AND BUYER
VSM and Buyer represent and warrant to Finmek and Sellers as of the date
hereof and as of the Effective Date the following:
4.1. Organization; Qualification. Each of VSM and Buyer is a corporation duly
organized, validly existing and in good standing under its applicable law.
4.2. Authority Relative to this Agreement. Each of VSM and Buyer has corporate
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and thereby. The execution
and delivery by VSM and Buyer of this Agreement and the consummation by
each of them of the transactions contemplated hereby and thereby, have
been duly authorized by their respective Board of Directors, and no other
corporate proceedings on the part of VSM or Buyer are necessary with
respect thereto. This Agreement has been duly executed and delivered by
VSM and Buyer, and this Agreement, when executed and delivered to Finmek
and Sellers, will constitute, valid and binding obligations of VSM and
Buyer.
4.3. No Violation. The execution and delivery by VSM and Buyer of this
Agreement does not, and the consummation of the transactions contemplated
hereby and thereby will not, (i) violate or result in a breach of any
provision of the certificate of incorporation or bylaws of VSM or Buyer,
(ii) result in a default, or give rise to any right of termination,
modification or acceleration under the terms, conditions or provisions of
any agreement or other instrument or obligation to which VSM or Buyer are
a party or by which VSM or Buyer may be bound, or (iii) violate any law
or regulation, or judgment, order or decree of any court, governmental
body, commission, agency or arbitrator applicable to VSM or Buyer.
4.4 Consents and Approvals. There is no requirement applicable to VSM or Buyer
to make any filing with, or to obtain any consent or approval of any
person as a condition to the consummation of the transactions contemplated
by this Agreement, except as specified in exhibit 3.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1. Conditions Precedent to the Agreement and obligations of Parties. The
entering into force of this Agreement (with respect to Finmek and VSM, the
"Effective Date") is subject to the occurrence of all following events (i)
the finalization of the three individual Implementation Agreements and
related attachments pursuant to which the Genicom Service Business of
Genicom SA, Genicom SPA and Genicom Ltd. will be transfered to
the Buyer, a draft of which is attached hereto for reference as
exhibit 4, (ii) the execution of these three Implementation Agreements;
(iii) the execution of the Service Agreement in the form attached hereto
as exhibit 5, and (iv) the execution of the Escrow Agreement, a draft of
which is attached hereto for reference as exhibit 2.
5.2. Effective Date. The Effective Date of this Agreement with respect to each
of Genicom SA, Genicom SPA and Genicom Ltd. will be specified in the
Implementation Agreement applicable to each such Seller.
5.3. Expenses. Except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the Party incurring such costs and
expenses. All costs related to the execution of the Escrow Agreement as
specified in point 2.3., will be supported by each Party up to 50%.
5.4. Public Announcements. To the extent compatible with the fact that VSM is a
listed company subject to specific regulations concerning the information
to be granted to its shareholders, the Parties will consult with each
other before issuing any press releases or making any public statements
with respect to this Agreement.
5.5. Non Competition. For a period of two years running from the Effective
Date, Sellers undertake not to directly or indirectly compete with the
Genicom Services Business
5.6. Books and Records. Sellers shall give the employees and accountants of
Buyer, at Buyer's reasonable request, reasonable access during normal
business hours and with reasonable notice to the books, reports and
records (including financial information) relating to the Genicom Service
Business before the Effective Date.
ARTICLE VI
EMPLOYEES AND EMPLOYEE MATTERS
6.1. Transferred Employees. A list of all of the employees of Sellers who are
employed in the Genicom Service Business as of the most recent date for
which such information is available is attached as exhibit 5 of each
implementation Agreement (the "Employees"). As of the Effective Date, all
Employees will be transferred on Buyer's payroll and will fully and only
be considered as Buyer's Employees. Sellers and Buyer will collaborate in
order to assure a strict compliance of all applicable rules for such
transfer such as the information and/or approval of the Employees and
their representatives.
6.2. Liabilities. As of the Effective Date, Buyer will assume any and all
liabilities for the execution of any obligations with respect to the
Employees and will hold Sellers harmless for all possible claims or
requests made by Employees that are inherent to the period following the
Effective Date. Among other things, Sellers will have no liability for the
payment of salaries, bonuses, social contributions, indemnities,
allowances, accruals, vacation pay or Italian TFR relating to the
employment of the Employees after the Effective Date. Conversely, Sellers
shall retain exclusive liability for any and all claims relating to the
employment matters that are inherent to the period before the Effective
Date. Sellers' provisions for vacation pay, Italian TFR and any similar
accrual will not be transferred to Buyer and any claims relating thereto
(even if relating to periods prior to the Effective Date) shall be the
responsibility of Buyer.
ARTICLE VII
INDEMNIFICATION
7.1. Indemnification by Finmek and Sellers. Subject to the limitations
contained in this Article, Finmek and Sellers will indemnify and hold VSM
and Buyer harmless from any damage, loss, liability or expense arising out
of:
(i) a breach of any representation or warranty made by Finmek or Sellers
in this Agreement;
(ii) a breach of any agreement of Finmek or Sellers contained in this
Agreement; or
(iii) any liability or obligation of Sellers not assumed by Buyer.
7.2. Third Party Claims. The obligation of Finmek and Sellers to indemnify
Buyer under the provisions of this Article with respect to claims
resulting from the assertion of liability by those not parties to this
Agreement shall be subject to the following terms and conditions:
(i) VSM and Buyer shall give prompt written notice to Finmek and Sellers
of any assertion of liability by a third party which might give rise
to a claim for indemnification, which notice shall state the nature
and basis of the assertion and the amount thereof, to the extent
known;
(ii) If any action, suit or proceeding (a "Legal Action") is brought
against VSM or Buyer with respect to which Finmek or Sellers may
have an obligation to indemnify VSM or Buyer, the Legal Action shall
be defended by Finmek and Sellers at their own expenses.
(iii) In any Legal Action initiated by a third party and defended
by Finmek and Sellers (a) VSM and Buyer shall have the right to be
represented by advisory counsel and accountants, at their own
expense, (b) Finmek and Sellers shall keep VSM and Buyer fully
informed as to the status of such Legal Action at all stages
thereof, whether or not VSM and Buyer are represented by its own
counsel, (c) the Parties shall render to each other such assistance
as may be reasonably required in order to ensure the proper and
adequate defense of the Legal Action.
(iv) In any Legal Action initiated by a third party and defended by
Finmek and Sellers, Finmek and Sellers shall not make settlement of
any claim without the written consent of VSM or Buyer, which consent
shall not be unreasonably withheld.
7.3 Limitations on Indemnification.
(i) Notwithstanding the foregoing provisions of this Article, Finmek and
Sellers shall not be liable to VSM and Buyer under this Article in
excess of $300,000 unless and until the aggregate amount of its
liabilities exceeds $10,000 per year.
(ii) All damages to which VSM and Buyer may be entitled pursuant to the
provisions of this Article shall be net of any insurance coverage
with respect thereto.
7.4. Survival; Investigation. The obligations of Finmek and Sellers contained
in this Article shall not terminate until the second anniversary of the
entering into force of the Agreement at which time they shall lapse.
ARTICLE VIII
GENERAL PROVISIONS
8.1. Notices. All amendments to this Agreement, notices and other
communications given hereunder shall be in writing. Notices shall be
effective when sent to the parties at the
addresses or numbers listed below, as follows: (i) on the business day
delivered (or the next business day following delivery if not delivered on
a business day) if sent by a local or long distance courier, prepaid
telegram, telefax or other facsimile means, or (ii) three days after
mailing if mailed by registered or certified mail, postage prepaid and
return receipt requested.
If to Finmek or Sellers to: If to VSM or Buyer to:
Finmek Holdings N.V. VSM Vertex Support and Maintenance
Airport Business Center, Vuurberg 80 00 Xxxxx Xxxxxx, XX Xxx 000
0000 Xxxxxxxx, Xxxxxxx Clifton, New Jersey 07014-0996
Attention: Xxxxx Xxxxxxxx Attention: Xxxx Xxxxxxxx
Telefax No.:x00 0 000 00 00 Telefax No.:x0 000 000 0000
with a copy to: with a copy to:
XxXxxxx Xxxxx Xxxxxxxx, Hemmelrath & Partners
Avenue Xxxxxx 250 bte 64 Xxxxx Xxxxxxx 00
0000 Xxxxxxxx, Xxxxxxx 00000 Xxxxxx, Xxxxx
Attention: Xavier Van der Xxxxxx Attention: Xxxxxxx Xxxxx
Telefax No.:x00 0 000 00 00 Telefax No.: x00 00 00 000 000
Any Party may change the address or number to which notices are to be
delivered to him, her or it by giving the other Party named above notice
of the change in the manner set forth above.
8.2. Arbitration. Any dispute, controversy or claim arising out of or relating
to this Agreement, or the breach, termination or invalidity thereof,
shall be finally settled by arbitration in accordance with the rules of
arbitration of the London Chamber of International Arbitration, by one or
more arbitrators appointed in accordance with the said Rules. The place
of arbitration shall be London. The language to be used in the arbitral
proceedings shall be English.
8.3. Governing Law. This Agreement shall be governed in all respects by the
laws of Italy without regard to its choice of law rules.
8.4. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
8.5. Counterparts. This Agreement may be executed in eight or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.6. Severability. Should any provision of this Agreement be or become invalid
or nonenforceable in whole or in part, then the validity of the remaining
provisions of this Agreement shall not be affected thereby. The Parties
undertake to substitute for any such invalid or nonenforceable provision,
a provision which corresponds to the spirit and purpose of such invalid,
or nonenforceable provision as far as permitted under the applicable law
and with a view to the economic purpose of this Agreement.
8.7. Miscellaneous. This Agreement (i) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, between the Parties with respect to the subject matter hereof; (ii)
is not intended to and shall not confer upon any person, other than the
Parties hereto, any rights or remedies; and (iii) shall not be assigned
by operation of law or otherwise.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
executed and their corporate seals to be hereto affixed and attested by
their duly authorized officers.
Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxx
------------------------------ -----------------------------
By: VSM Interactives Inc. By Finmek Holding NV
Name Printed: Xxxx X. Xxxxxxxx Name Printed: Xxxxx Xxxxxxxx
Title: Joint Chairman and Joint CEO Title: Managing Director
S. Guidocci Xxxxx Xxxxxxxx
------------------------------ -----------------------------
By: SIS Srl By: Genicom S.A.
Name Printed: S. Guidocci Name Printed: Xxxxx Xxxxxxxx
Title: Managing Director Title: Managing Director
Xxxxx Xxxxxxxx
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By: Genicom SPA
Name Printed: Xxxxx Xxxxxxxx
Title: Managing Director
Xxxxx Xxxxxxxx
-----------------------------
By: Genicom Ltd
Name Printed: Xxxxx Xxxxxxxx
Title: Managing Director
Asset Sale and Purchase Agreement
List of Exhibits
Exhibit 1.: List of Products
Exhibit 2.: Escrow Agreement
Exhibit 3.: List of the required consents and approvals
Exhibit 4.: Draft of implementation Agreements
Exhibit 5.: Service Agreement
Exhibit 1 to the Asset Sale and Purchase Agreement
"The Products"
1. Retired Product Line:
All retired printers and related options sold with "Genicom", "Digital",
"Compaq", or "T.I." brand.
This contract do not apply for "Travel Industry" products that were sold
with the "T.I" or "Genicom" brand such as ATB, Bag Tag, or Gate Reader
printers and options.
2. Current Product Line:
All current Product line of Genicom printers and options:
- Line Printers:
- 5000 series and options
- LG series and options
- Serial Matrix Printers:
- 960/965
- LA36N and LA36W
- 3400/3500 series and options
- LA450/LA700 and related options
- 3800/3900 series and options
- Laser Printers:
- mLl70/mL210/mL280/mL320/mL401/mLC4 and related options
- LN21/LN28/LNM40
- Thermal Printers:
- 6000 series and related options.
3. New Products
Any new printers and related options with Genicom brand except otherwise
confirmed in writing to Vertex, and thus for the duration of the contract.
EXHIBIT 2
ESCROW AGREEMENT
This ESCROW AGREEMENT is made and entered into as of this day of October,
2000 (the "Escrow Agreement"), by and among Finmek Holdings N.V., a Belgian
corporation with registered offices in Belgium at 1831 Machelen, Vuurberg 80,
Airport Business Center ("Finmek") and Vertex Interactives Inc, a [New Jersey]
corporation with registered offices in New Jersey at Clifton 7014-0991, 00 Xxxxx
Xxxxxx XX Xxx 000 ("Vertex") and Gouldens, a Law Firm with offices in London,
(the "Excrow Agent").
RECITALS
WHEREAS, Finmek and Genicom S.A., Genicom SPA and Genicom Ltd. on the one side,
and Vertex and SIS SRL on the other side, entered into an asset sale and
purchase agreement dated as of October , 2000 (the "Framework Purchase
Agreement"), pursuant to which Vertex will, or will cause to, purchase from
Genicom S.A., Genicom SPA and Genicom Ltd the "Purchased Assets" as each such
term is defined in the Framework Purchase Agreement, and
WHEREAS, under Section 2.3 of the Purchase Agreement, Vertex is required to
deposit with Escrow Agent Vertex shares having a value equal to 500,000
Usd (the "Shares") or alteratively a cash amount of 500,000 Usd (the "Cash
Deposit"),
WHEREAS, under Section 2.3 of the Purchase Agreement, Vertex is required to
deposit with Escrow Agent Vertex shares having a value equal to 500,000
Usd will be made by Vertex to the respective bank accounts of Genicom S.A.,
Genicom SPA and Genicom Ltd proportionally to the allocation of the purchase
price,
WHEREAS, Vertex, Finmek and Escrow Agent are desirous of setting forth the terms
and conditions under which Escrow Agent shall hold and transfer the Shares or
the Cash Deposit,
NOW, THEREFORE, in consideration of the transaction contemplated by the
Framework Purchase Agreement and this Escrow Agreement, the parties hereto
intending to be legally bound hereby agree as follows:
1. Transfer of Shares. On the date hereof, Vertex has delivered to Escrow Agent,
the Shares, and Escrow Agent acknowledges receipt thereof. If alternatively,
Vertex elects to replace the Shares by the Cash Deposit, Escrow Agent will
return the Shares to Vertex immediately after full receipt of said Cash Deposit
and will inform Finmek about.
2. Disbursement of Escrow Account. If pursuant to the provisions of Section 2.3
of the Purchase Agreement, Vertex claims entitlement to the Shares as
contemplated under Section 2.3 of the Purchase Agreement, Vertex shall give
written notice to each of Escrow Agent and Finmek stating the basis for its
entitlement under the Purchase Agreement ("Vertex's Notice"). Finmek shall have
five (5) Business Days after receipt of the copy of Vertex's Notice to deliver
written notice to each of Escrow Agent and Vertex objecting to the release of
the Shares to Vertex ("Finmek Objection Notice"). If Escrow Agent does not
receive the Finmek's Objection Notice on or prior to 5:00 p.m. on the fifth
(5th) Business Day following receipt of the Vertex's Notice, Escrow Agent shall
deliver the Shares to Vertex.
EXHIBIT 3
To the attention of:
UNIONE DEL COMMERCIO
Corso Venezia, 47/49
20121 Milal
To: Labor Union Office
Milan, October 2, 2000
Re: Communication ex art. 47 Law 428/90
Dear Sirs,
By means of this letter, the undersigned corporation gives notice that from
the 1st of November 2000, at 00:00, the going concern relating to the Genicom
Service Busines will be transferred to SIS S.r.l., a company with registered
office at Cernusco sul Naviglio (MI) at Via Ungaretti,5.
The mentioned going concern employs no. 16 employees part of which are
currently assigned to the Italian territory.
By means of this transfer, Genicom will preserve all the rights already
acquired in the parts. The transferee will acquire the liabilities become
payable and due to the employees, of which accrued revenues for the Christmas
bonus, summer bonus, holidays, permits and TFR are inclusive.
The transferor is available to participate and attend to the scheduled
meetings of the labor union.
We therefore invite you, to carry out the required communications according
to the mentioned Law 428/90.
Best regards,
Genicom S.p.A.
[signature illegible]
EXHIBIT 4
AGREEMENT
THIS AGREEMENT is entered into this day of ________ in _________, by and between
Genicom spa, a company duly incorporated and existing under the laws of Italy,
with registered offices in Milano, Xxx Xxxxxxx, 0 and local unit in Milano, Via
Xxxxxxx 7, tax no. 0378000151, filed in the Registry of Companies of Milano at
no. 23363, duly represented by Xx. Xxxxx Xxxxxxxx, duly authorized by resolution
of the shareholders' meeting dated 7th September, 2000,
-hereinafter referred to as the "Sellers"
SIS SRL, a company duly incorporated and existing under the laws of Italy, with
registered offices in Cenusco Sul Naviglio (MI), Via Ungaretti 5, corporate
capital [it. . . . ., filed in the Registry of Companies of XXXXX, at n. XXXXXX,
tax no. XXXXXX.., duly represented by Mr. XXXXXXXX, duly authorized by
resolution of the Board of Directors dated XX.., XXXX,
-hereinafter referred to as the "Buyer"
both the Buyer and the Seller hereinafter collectively referred to as the
"Parties"
WHEREAS
I - The Seller is the owner of the service and maintenance business (hereinafter
referred to as the "Going Concern"), consisting of the following:
a) field maintenance services rendered on the basis of short (1 year) and long
time agreements (2-3 years);
b) Atime and material calls;
c) maintenance warranties on the products sold by the Seller;
d) deposit for repairing activity;
e) commercial activities in order to promote the above-mentioned activities as
well as any obligation and liability associated with the above-mentioned
activities, and constituted by the assets equipment, employees, contracts,
goodwill as indicated in this contract;
II- The Buyer has carried out a due diligence on the Going Concern as of 30th
June, 2000 (hereinafter referred to as the "Date of the Due Diligence").
III - The Seller envisages undertaking to sell to the Buyer, who envisages to
undertake, to accept and to purchase the Going Concern.
Now therefore, in consideration of the mutual promises and covenants and upon
the terms and subject to the conditions hereinafter set forth, the Parties
hereto agree as follows:
1. Recitals and Attachments
Recitals and Attachments constitute a substantial part of this agreement
(hereinafter the "Agreement").
2. Preliminary undertaking for the sale of the Going Concern
2.1 By signing this contract the Seller undertakes to sell to the Buyer and the
Buyer undertakes to purchase from the Seller, the full and exclusive ownership
of the Going Concern of the Seller, constituted by the following items:
EXHIBIT 5
SIGNED ON SEPTEMBER 29, 2000
SERVICE AGREEMENT
This SERVICE AGREEMENT, ("Agreement") is made and entered into on September ,
2000, by and between Finmek Holdings, N.V., a Belgian corporation with
registered offices in Belgium at 1831 Machelenm Vuurberg 80, Airport Business
Center ("Finmek"), and its following affiliates, Genicom S.A., a French
corporation with registered offices in France at 91601 Savigny Sur Orge, ZAC
des Gatinas, 00 xxxxxx xx Xxxxxxxxxx, Gencicom SPA, an Italian corporation
with registered offices in Italy at 20093 Cologno Monzess, Xxx Xxxxxxx Xxxxxx
00 and Genicom Ltd, a United Kingdom corporation with registered offices in the
United Kingdom at Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX, Xxxxxxxxx Mall, Southwood
(hereinafter collectively referred to as "Genicom International") and Vertex
Support and Maintenance ("VSM"), a division of Vertex Interactive, Inc., a New
Jersey corporation with registered offices in New Jersey at Clifton 07014-0991,
00 Xxxxx Xxxxxx X.X. Xxx 000 ("Vertex") and its following affiliate SIS S.r.l.,
an Italian corporation with registered offices in Italy at 20083 Camusco Sul
Naviglio, Via Ungaretti 5 (hereinafter collectively referred to as "Vertex").
Each of Finmek and VSM may hereinafter be referred to as a "Party" or,
collectively, as "Parties".
Whereas Genicom International operates a business engaged in the development and
distribution of printers and related options, consumables, spares and products
in France, Italy and the United Kingdom,
Whereas VSM operates a business engaged in the support and maintenance of
printers and related options and the same countries,
Whereas Genicom International is compelled to grant the legal warranty for
claims raised under the manufacturer guarantee and in addition to propose
specific additional maintenance services such as Service in Box services,
Whereas Genicom International wishes to outsource these support and maintenance
services and VSM is interested in operating these services,
Whereas this Agreement sets forth the terms and conditions upon which Genicom
International support and maintenance services will be operated, directly or
indirectly, by VSM in France, Italy and in the United Kingdom,
Now therefore, in consideration of the mutual agreements contained herein, and
intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE I
PURPOSE OF THE AGREEMENT
1.1. Object. By this Agreement, Genicom International outsources to VSM in the
territory of France, Italy and United Kingdom (the "Territory") the
Maintenance Services for the printers and related options that are
developed or distributed by Genicom International, a list of which is
attached hereto as Exhibit 1 ("the Products").
The Maintenance Services will be made available by VSM which will be
considered as being the exclusive Genicom International service provider
in the Territory with the exception to the Products sold through a Genicom
International partner or a customer who has requested not to purchase any
warranty services.
1.2. Services. VSM will propose the following services (the "Maintenance
Services"):
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SERVICE AGREEMENT
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This SERVICE AGREEMENT, ("Agreement") is made and entered into on September 29,
2000, by and between Finmek Holdings N.V., a Belgian corporation with registered
offices in Belgium at 1831 Machelen, Vuurberg 80, Airport Business Center
("Finmek"), and its following affiliates, Genicom S.A., a French corporation
with registered offices in France at 91601 Savigny Sur Orge, ZAC des Gatines, 00
xxxxxx xx Xxxxxxxxxx, Xxxxxxx SPA, an Italian corporation with registered
offices in Italy at 20093 Cologno Monzese, Xxx Xxxxxxx Xxxxxx 00 and Genicom
Ltd, a United Kingdom corporation with registered offices in the United Kingdom
at Xxxxxxxxxxx, Xxxxxxxxx XX00 ONR, Xxxxxxxxx Mall, Southwood (hereinafter
collectively referred to as "Genicom International") and Vertex Support and
Maintenance ("VSM"), a division of Vertex Interactives Inc, a New Jersey
corporation with registered offices in New Jersey at Clifton 07014-0991, 00
Xxxxx Xxxxxx X.X. Xxx 000 ("Vertex") and its following affiliate SIS S.r.l., an
Italian corporation with registered offices in Italy at 20063 Cernusco Sul
Naviglio, Via Ungaretti 5 (hereinafter collectively referred to as "Vertex").
Each of Finmek and VSM may hereinafter be referred to as a "Party" or,
collectively, as "Parties".
Whereas Genicom International operates a business engaged in the development and
distribution of printers and related options, consumables, spares and products
in France, Italy and the United Kingdom,
Whereas VSM operates a business engaged in the support and maintenance of
printers and related options in the same countries,
Whereas Genicom International is compelled to grant the legal warranty for
claims raised under the manufacturer guarantee and in addition to propose
specific additional maintenance services such as Service in Box services,
Whereas Genicom International wishes to outsource these support and maintenance
services and VSM is interested in operating these services,
Whereas this Agreement sets forth the terms and conditions upon which Genicom
International support and maintenance services will be operated, directly or
indirectly, by VSM in France, Italy and in the United Kingdom,
Now therefore, In consideration of the mutual agreements contained herein, and
intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE I
PURPOSE OF THE AGREEMENT
1.1. Object. By this Agreement, Genicom International outsources to VSM in the
territory of France, Italy and United Kingdom (the "Territory") the
Maintenance Services for the printers and related options that are
developed or distributed by Genicom International, a list of which is
attached hereto as Exhibit 1 ("the Products").
The Maintenance Services will be made available by VSM which will be
considered as being the exclusive Genicom International service provider
in the Territory with the
exception to the Products sold through a Genicom International partner or
a customer who has requested not to purchase any warranty services.
1.2. Services. VSM will propose the following services (the "Maintenance
Services"):
- 1.2.1. The "Genicom International Legal Warranty" which represents
the warranty covering claims raised within the framework of the
manufacturer's guarantee. This warranty is for a 12 month period starting
from the date of the installation. The same applies for any part for which
Genicom International agrees to carry the warranty. It covers the call
handling, dispatching and repairs of malfunctions for the end-users.
- 1.2.2. The "Services in Box" which represents a variety of services
such as: an on site extended service for Genicom International customers
base, a one year on site service for Products with a return to depot, an
extension from 12 months to 3 years of the Genicom International Legal
Warranty, a three years extended on site warranty or return to depot
depending on the type of Products, installation services, all-inclusive
packages including print head or print module free exchange and, other
special services and projects.
- 1.2.3. The services offered to customers for which the Genicom
International Legal Warranty has expired and which did not enter into an
agreement with VSM providing Services in Box. These services are:
a) The "Repair Workshop" services offered to customers who bring the
Products for reparation to a VSM workshop. This workshop shall
repair the Products at a cost and within the time agreed to with
the customers
b) The "Time and Materials" services offered to customers who ask VSM
for a maintenance service by telephone or e-mail. The cost of such
service shall be agreed to with the customer and based upon the
time spent and materials used.
c) The "Maintenance Contract" based on fix yearly rate, with different
possible solutions offered to the Customer.
1.2.4. The "Pre and Post Sales Support" which are services which Genicom
International shall ask VSM to provide from time to time to support
Genicom's International's sales activities at the rates provided in
Exhibit 3, and which shall be reviewed on a yearly basis
The activities of VSM include the commercial activities related to the
promotion of the Maintenance Services.
Genicom International will review the possibility to extend the Agreement
to additional countries where it already uses a third party to perform the
Maintenance Services.
ARTICLE II
CONDITIONS OF THE MAINTENANCE SERVICES
2.1. Genicom International Legal Warranty. Genicom International will pay to
VSM an amount equal to 2.5% of the gross revenues, excluding VAT and
transportation cost, made in the Territory by selling the Products with
the Genicom International Legal Warranty. No payments will be due for
Products sold to partners or customers who requested to handle directly
their warranty. The right to a commission however shall only vest upon the
sale to
an end-user of the Products by any of Genicom International's clients. If
any unsold Products are returned to Genicom International, VSM shall duly
reimburse to Genicom International the commissions received for the sale
of such unsold Products. Genicom International will provide VSM with the
Product reference and the serial numbers in an adequate format in order to
allow VSM to adequately track the Genicom International Legal Warranty and
to address to Genicom International a monthly invoice for the commissions
due. Said commissions will be payable at a 60 days term.
The 2,5 % amount will not cover the main warranty faults related to print
heads, hammer modules, fusers, for which the replacement shall be provided
free from Genicom International for the duration of the applicable Genicom
International Legal Warranty.
The Genicom International Legal Warranty payment rate is fixed for a two
years term. VSM will not be authorized to ask for a revision of the rate
during this period. After this term, VSM will be authorized to ask with a
six months notice for a revision by registered letter. The term and rate
of such revision will be agreed between the Parties. However,
notwithstanding the foregoing, should the prices of the spare parts
purchased by VSM increase by more than 5% on a yearly basis, VSM shall
reserve the right to an increase of the above mentioned Genicom
International Legal Warranty payment rate to reflect such increase in
spare parts.
It is however understood between the Parties that the essence of this
Agreement is to reduce over the time the Genicom International Legal
Warranty charges. VSM will consider the installed base growth as well as
the market competitive pricing in an effort to reduce these charges.
VSM will offer the Genicom International Legal Warranty for the following
Products as defined:
- Laser, Line Printers, High-End Serial Matrix printers: One year on site
with 8 hours response time agreement.
- Low to Mid-End Serial Matrix: One year return to depot agreement.
2.2. Additional Charges under the Genicom International Legal Warranty. In
addition to the 2.5% rate, VSM will have the right to charge back to
Genicom International the additional services performed in the following
situations and in execution of the Genicom International Legal Warranty.
The price conditions will be agreed between the Parties.
- In the case of a lack of delivery within the standard delivery terms of
spare parts ordered by VSM to Genicom International,
- In the case of failure by Genicom International to provide the
appropriate training to VSM's employees,
- In the case of a dead on arrival of a Product which is a Product not
working at its first power up. In such situation, VSM will agree with
Genicom International to either repair the Product at Genicom
International's expenses or to get the Product returned under the
standard return terms.
- In the case of a wrong Genicom International sale causing a hardware or
firmware compatibility issue,
- In the case of an epidemic failure.
2.3. Services in Box. The different Services in Box will be proposed at
competitive market prices, as specified in Exhibit 2. Genicom
International and its dealers will have access to the Services in Box at
the discount rates set forth in Exhibit 3
Genicom International will be entitled to a commission of 5% on all
Services in Box sold by Vertex as a result of a referral by Genicom
International. The commissions due will be invoiced monthly by Finmek.
Said commissions will be payable at a 60 days term.
Beside these services VSM is, with the assistance of Genicom
International, committed to further develop additional services such as
the cost per page for a customized service for identified projects.
Genicom International authorizes VSM and Buyer to use the name "Service in
a box" free of charge during the term of this Agreement, provided that
Genicom International is entitled to use this name. Genicom International
shall hold VSM harmless from and against any third parties claims,
demands, liabilities, costs and expenses relating to the use of this name.
2.4. Other Services. VSM will provide Repair Workshop, Time and Materials,
Maintenance Contracts and Pre and Post Sales Support at a fixed rate to
the end customers or at a special rate to Genicom International. Said
rates are specified in Exhibit 3 attached hereto. Said rates will be
reviewed on a yearly basis to reflect the increase in labor costs and the
costs of spare parts. Projects of an exceptional nature will be subject to
special rates agreed to between the parties. Genicom International
authorizes VSM and Buyer to use the names "Repair Workshop", "Time and
Materials", "Maintenance Contracts" and "Pre and Post Sales Support" free
of charge during the term of this Agreement, provided that Genicom
International is entitled to use those names. Genicom International shall
hold VSM harmless from and against any third parties claims, demands,
liabilities, costs and expenses relating to the use of those names.
2.5. New Products. Each new Product introduced by Genicom International or
evolution of an existing Genicom International Product (a "New Product")
will be included in this Service Agreement. The Parties will ensure a
proper product launch of each New Product. In this respect, each Party
will assign one responsible coordinator to manage the readiness of the
service organization. This task will at least include the following:
- organization of a Technical Training: Genicom International shall
organize at the location it defines a free Technical Training with
pertinent documentation to a maximum of two VSM field engineers per
country of the Territory. It shall use its best efforts to accommodate
VSM' desires as to the time period during which the Technical Training
shall take place. Any additional training will be provided by Genicom
International at a reasonable cost exclusive of travel and lodging which
will be charged separately. VSM shall not be entitled to refuse to attend
those training. If, for any reason, the training is not provided by
Genicom International, VSM will be entitled to charge back to Genicom
International any reasonable additional charge incurred by its service
department for the New Product due to the non availability of the
Technical Training.
- Initial Spare Kits ("ISK"): Upon recommendation of Genicom
International, for each New Product, VSM will purchase from Genicom
International the necessary number of ISK (spare parts and/or units) to
support its Maintenance Services or at least the first calls. Genicom
International will make the initial order of ISK available at special
conditions which will be defined at the New Product introduction. It will
be the responsibility of VSM to purchase a sufficient amount of ISK prior
to the New Product launch. It will be the responsibility of Finmek and of
Genicom International to ensure that sufficient ISK is available for
purchase and Technical Training provided prior to the New Product launch.
- Maintenance Manual: Genicom International will make available at
reasonable cost Service Manual for the VSM field engineers. VSM will have
the right to reproduce such manuals for its own internal needs.
- Service Pricing: VSM will be informed duly of the launch of any New
Product and will receive the information enabling it to complete a new
pricing list in relation to such New Product. Upon receiving such
information, VSM shall promptly start compiling the new pricing list,
which shall be completed no later than two weeks thereafter. In no event
shall the launch of a New Product be delayed for reason of VSM's failure
to complete a new pricing list. In case VSM's pricing list is not
completed at the launch date, Genicom International shall draft a new
pricing list itself, using the VSM prices for similar products as a
reference, or competitive service pricing available on the market for
equivalent product.
- Training Units: In support of VSM's technical support team, Genicom
International will make available to VSM at its normal demonstration unit
price, one model of the New Product per country of the Territory. VSM will
be further able to purchase any additional New Product at the best
distributor price available at that time.
ARTICLE III
VSM'S GENERAL DUTIES
3.1. Technical Escalation and Support. VSM shall designate one employee per
country where it operates who will be the contact person in relation to
any technical problems reported by customers in such country. For any
such technical problem that cannot be solved by VSM on a national level
(an "escalation point"), VSM shall establish a detailed report setting
forth the exact reasons the problem could not be fixed and communicate
this to Genicom International. It shall make regular, and at least monthly
reports of the outstanding issues available.
3.2. Quality of Service. VSM is committed to provide high quality Maintenance
Services to Genicom International's customers and will ensure that the
appropriate personnel with the right training will be made available to
service the Genicom International Products. VSM will provide on a monthly
basis an overall quality report and give free access to Genicom
International of its report database. Any customer complaint reported by
Genicom International to VSM will have to be replied within 24 hours with
a proposed corrective plan. Depending on the urgency, any problem shall be
fixed in a time frame from 24 hours to 5 business days (the "Fixing
Time"). For any problem that cannot be fixed within the Fixing Time, a
detailed report shall be established by VSM setting forth the exact
reasons it cannot fix the problem within the Fixing Time. In such case,
VSM shall agree with Genicom International on an appropriate Fixing Time.
At any time upon Genicom International's request, but at least weekly, VSM
shall provide a status report on the progress made and issues remaining
with regard to such a problem.
3.3. Business and Marketing Efforts. VSM will maintain as one of its business
activities and objectives to pursue the Maintenance Services of the
Products throughout the Territory. VSM agrees to use its best efforts to
promote and market the Maintenance Services.
3.4. Marketing Practices. VSM shall not (a) engage in deceptive, misleading or
unethical trade practices that are or might be detrimental to Genicom
International; (b) make any warranty or representation to anyone that
would give the recipient thereof any claim or right of action against
Genicom International.
3.5. VSM's Resources. VSM shall ensure that at all times it maintains the
necessary facilities, resources and personnel to comply with its
obligations under this Agreement. VSM agrees not to hire employees of
Genicom International (or persons so employed within the prior 9 months)
without Genicom International's permission.
3.6. Limitations of the Activities. VSM will limit its business to the
performance and sales of Maintenance Services. VSM will not sell directly
or indirectly any Product. VSM will not directly or indirectly promote to
Genicom International installed base customers any other products than the
Products. However, notwithstanding the foregoing, VSM shall have the right
to promote and to sell, directly or indirectly, any products that do not
compete with the Products. VSM commits to pass any sales lead generated
in the Genicom International installed base to Genicom International
country sales organization for further follow-up. Genicom International
will pay back a commission for any lead that has generated a sale. This
commission will not be less than 0.5% of the sales value to the end user.
3.7. Independence. Except with the prior written agreement of Genicom
International, VSM shall not be entitled to enter into any legally binding
agreement for Genicom International or to make any declaration on behalf
of Genicom International. Under no circumstances, shall VSM be deemed to
be an agent of Genicom International. No Party shall be entitled to give
direct orders to employees of the other Party. Each Party shall appoint a
responsible employee in charge for the execution of this Agreement and
able to either take decisions himself or to cause these decisions to be
taken.
3.8. Insurance. VSM will at its own costs subscribe any insurance it deems
necessary to covers the risks it may incur in the execution of this
Agreement.
3.9. Assignment and Subcontractors. VSM is not authorized to assign in part or
in total this Agreement nor to ask for the assistance of any subcontractor
without the prior written approval of Genicom International. Genicom
International recognizes that VSM has already appointed some
Subcontractors in specific areas, the list of which is hereto attached as
Exhibit 6, for which approval will not be necessary.
3.10. Proprietary Rights. Nothing contained in this Agreement shall grant to VSM
any right, title or interest in or to (i) the intellectual property rights
contained in the Products or (ii) the trademarks, copyrights, logo,
patents or trade secrets of Genicom International or its respective
suppliers and licensors (the "Proprietary Rights"). VSM shall not
disassemble, decompile, reverse engineer, copy, modify, prepare derivative
works, or otherwise change any Products.
3.11. Business Records. VSM agrees to maintain complete and accurate records of
all transactions involving the Products throughout the term of this
Agreement and for a period of three (3) years following its expiration or
termination. Genicom International shall have the right to examine such
records at all reasonable times, upon prior notice of at least 48 hours
ARTICLE IV
GENICOM INTERNATIONAL'S GENERAL DUTIES
4.1 Promotion of the Services in Box. Genicom International will actively
promote the Services in Box proposed by VSM and will present VSM as his
selected and approved service provider.
4.2. Technical Assistance. Genicom International will provide to VSM a
technical support of the highest level. If VSM requires direct support
from Genicom International external suppliers, then Genicom International
will either provide the support directly or provide a direct access to the
supplier. Such service will be made available at a reasonable price.
4.3. Genicom International's Resources. Genicom International shall ensure at
all times it maintains the necessary facilities, resources and personnel
to comply with its obligations under this Agreement. Genicom International
agrees not to hire employees of VSM (or persons so employed within the
prior 9 months) without VSM's permission.
4.4. Delivery of Code. Genicom International shall provide VSM with access to
source code provided, however, that in advance of such delivery, VSM must
execute a confidentiality agreement in the form reasonably requested by
Genicom International and agreed upon by the parties.
4.5. Non competition. Genicom International hereby represents that it shall not
market or sell or cause a third party to market Maintenance Services for
the Products in the Territory. VSM recognizes and accepts that Genicom
International has however already appointed some Subcontractors in
specific area.
ARTICLE V
INDEMNITIES
5.1. VSM Indemnity. VSM agrees to indemnify and hold Genicom International
harmless from and against all claims, demands, liabilities, costs and
expenses arising out of or resulting from (i) a breach or
misrepresentation by VSM under or in connection with this Agreement, (ii)
the use of any product other than the Products unless as authorized by
article 7.1. and, (iii) any allegation that a Product infringes upon any
patent, copyright or other proprietary right cognizable in any country
within the Territory, if such claim would not have occurred if the
Product had not been modified by VSM.
5.2. Genicom International Indemnity. Genicom International agrees to indemnify
and hold VSM harmless from and against the amount of claims, demands,
liabilities, costs and expenses arising out of or resulting from claims of
third parties arising from VSM's use of the Proprietary Rights licensed to
VSM, if any, and from manufactory defects or producer liability that the
parties expressly undertake shall be borne by Genicom International and
Finmek.
ARTICLE VI
CONFIDENTIALITY
6.1. Title. VSM acknowledges that the Products and any of the information or
data of Genicom International or any of their respective suppliers or
licensors (the "Owners") that is disclosed in connection with or under
this Agreement (collectively, the "Confidential Information") shall remain
the sole and exclusive property and valuable trade secrets of the Owners,
whose disclosure to or use by third parties will cause irreparable damage
to the Owners.
6.2. Confidentiality. VSM will maintain the confidentiality of the Genicom
International customer installed base and is not authorized to use it
other than for promotions or programs related to customers contracts
renewals. Any other use of the Genicom
International customer installed base will have to be approved by Genicom
International. Genicom International will have access to the installed
base customer list, for mailing and promotion purposes.
6.3. Treatment. VSM agrees to use reasonable efforts, but in no event less than
the degree of effort used for its own confidential information, not to
disclose, publish, transfer, provide or otherwise make available the
Confidential Information in any form or on any media to any person, except
to (a) customers, but only as to such information as Genicom International
discloses to its customers, and (b) those employees of VSM who must have
access to the Confidential Information in order to fulfill VSM's
obligations. VSM shall take all appropriate action, whether by
instruction, agreement or otherwise, to ensure the protection and
confidentiality of the Confidential Information and, in connection
therewith, shall have each employee involved in any of the activities
contemplated under this Agreement execute the form of Non-Disclosure
Agreement attached hereto as an Exhibit 4.
6.4. Inspection by Genicom International. Genicom International shall have the
right to inspect the manner in which the Confidential Information is
maintained by VSM, upon reasonable notice.
6.5. Exceptions. VSM shall be under no obligation with respect to Confidential
Information that (a) is or becomes publicly available without fault on the
part of VSM (or anyone acting for or on its behalf), (b) is disclosed by
Genicom International to unaffiliated third parties without similar
restrictions, (c) is independently developed by VSM, (d) is disclosed to
VSM by a third party who VSM does not know (or have reason to know) is
under a duty of nondisclosure, (e) provided that Genicom International
is provided with notice and opportunity to intervene, is disclosed by
order of lawful authority, or (f) is disclosed by VSM with Genicom
International's prior written approval.
6.6. Survival. VSM's obligations under this Article shall survive the
termination or expiration of this Agreement.
ARTICLE VII
VSM PURCHASE ORDERS
7.1. Use of original parts. In order to execute the Maintenance Services, VSM
will use only original Genicom International parts except for print head,
hammer modules and fuser refurbishment or in the case of short supply or
when the lead time exceeds Genicom International standard terms. VSM will
never use non Genicom International consumables. No warranty is offered on
spare parts except if these are identified parts carrying the original
vendor warranty coverage. Genicom International provided parts will have 3
months full warranty.
7.2. Purchase order. VSM will place a maximum of one order per week for its
normal replenishment. Such order will be addressed to Genicom
International central order administration group and Genicom International
will acknowledge receipt of the order within the 48 hours.
7.3. Emergency Orders. In case of an Emergency Order, Genicom International
will do its best efforts to expedite the order and to have it shipped
within the next 48 hours maximum after the order was received. Emergency
Orders will be subject to the special conditions of the Genicom
International general terms and conditions.
7.4. Lead Time. The standard lead time for parts is a maximum of three months.
It will be of 15 working days for consumables parts. On a monthly basis,
VSM will provide Genicom International with a 6 months non binding and
indicative forecast.
7.5. Prices. For any Product, Genicom International will offer to VSM the
best distributor price conditions under the standard Genicom International
terms and conditions available at the time of the purchase. For the
specific case of consumables, Genicom International will offer to VSM the
best distributor price under the same terms and conditions than those
applied at the time of the purchase. Exhibit 5 provides Genicom
International Distributor Price for Printers, Options and Spares
applicable at the time of the contract signature. Purchase of consumables
will be limited to consumables used in the execution of special contracts
such as cost per page or for normal warranty purposes. Payments terms are
net 60 days.
ARTICLE VIII
TERM AND TERMINATION
8.1. Term. This Agreement shall enter into force at its signature date for an
initial term of two years. Thereafter, except in the case of Default, it
can be terminated at any time by Genicom International or by VSM with
twelve-months' notice to the other party.
It is however agreed between the Parties, that in the case of termination
with notice by Genicom International, Genicom International will use its
best efforts to reduce the notice period.
8.2. Termination by Genicom International. In case of termination with notice
by Genicom International:
Genicom International will on request of VSM, acquire the Genicom
International Maintenance Services parts, printers, accessories and
consumables purchased by VSM during the previous twelve months and all
other suitable stock agreed and this at the following conditions:
- 70% of the price paid by VSM at Genicom International for any new
material in its original packaging,
- 40% of the price paid by VSM at Genicom International for any used
material in working conditions.
Genicom International will not incur any additional liabilities.
8.3. Termination by VSM. In case of termination with notice by VSM, Genicom
International will have no obligation to acquire the Genicom International
services parts, printers, accessories and consumables purchased by VSM
during the previous twelve months.
8.4. Termination for Default. Each Party may terminate this Agreement with
immediate effect if the other Party materially breaches its obligations
under this Agreement. Also, in case of termination for default by VSM, VSM
shall have the right to cause Genicom International to acquire the
Genicom International Maintenance Services parts, printers, accessories
and consumables purchased by VSM during the previous twelve months and all
other suitable stock agreed and this at the conditions provided for in
Section 8.2.Notwithstanding the foregoing, in case of breach by VSM of
Sections 3.4, 3.5 and 3.6 of this Agreement,
Genicom International shall have the right to terminate this Agreement
with immediate effect only if VSM shall have failed to remedy that breach
within 5 business days after receiving written notice requiring it to do
so.
8.5. Post termination obligations. Upon termination of this Agreement, VSM
shall (i) immediately cease all display, advertising and use of all
Proprietary Rights and the Genicom International name belonging or
licensed to Genicom International, (ii) cease to use any marketing or
other materials which identify it as a service provider of Genicom
International, (iii) provide back the installed base information and any
commercial documentation, (iv) continue to service the Genicom
International Legal Warranty for the Products delivered to end customers
within the previous twelve months or alternatively to proportionally in
function with the usage, refund Genicom International for the costs of the
Genicom International Legal Warranty, (v) continue to service customers
who have contracted a Service in the Box agreement or customers who have
sent a written request to VSM with a copy to Genicom International, to
maintain VSM's service support, (vi) promptly return to Genicom
International the Confidential Information, (vii) advise all of its
employees of the termination of this Agreement and the termination of
their right to provide Maintenance Services with respect to the Products
and (viii) advise its employees in writing of their continued duty to hold
in confidence and not to use, reproduce, disclose, transfer or transmit
any Product or any information which would permit the duplication,
recreation or other utilization of any Confidential Information.
ARTICLE IX
PRECEDENT CONDITION
9.1. Conditions to obligation of Parties. The entering into force of this
Agreement is subject to the precedent conditions of the signature of (i)
the Framework Asset Sale and Purchase Agreement to be entered into among
inter alia Finmek Holdings N.V. and VSM, (2) the three Implementation
Agreements pursuant to which the Genicom International Service Business of
Genicom SA, Genicom SPA and Genicom, Ltd. will be transferred to VSM and
(3) the Escrow Agreement.
ARTICLE X
GENERAL PROVISIONS
10.1. Notices. All amendments, notices and other communications given hereunder
shall be in writing. Notices shall be effective when sent to the parties
at the addresses or numbers listed below, as follows: (i) on the business
day delivered (or the next business day following delivery if not
delivered on a business day) if sent by a local or long distance courier,
prepaid telegram, telefax or other facsimile means, or (ii) three days
after mailing if mailed by registered or certified mail, postage prepaid
and return receipt requested.
If to Genicom International If to VSM
Finmek Holdings N.V. VSM, Vertex Support and Maintenance.
Airport Business Center, Vuurberg 80 00 Xxxxx Xxxxxx, XX Xxx 000
0000 Xxxxxxxx, Xxxxxxx Clifton, New Jersey 07014-0996
Attention:Xxxxx Xxxxxxxx Attention: Xxxx Xxxxxxxx
Telefax No.:x00 0 000 00 00 Telefax No.:x0 000 000 0000
with a copy to: with a copy to:
XxXxxxx Xxxxx Xxxxxxxx, Hemmelrath & Partners
Avenue Xxxxxx 250 bte 64 Xxxxx Xxxxxxx 00
0000 Xxxxxxxx, Xxxxxxx 00000 Xxxxxx, Xxxxx
Attention: Xavier Van der Xxxxxx Attention: Xxxxxxx Xxxxx / Xxxxxx Xxxxx
Xxxxxxx
Telefax No.:x00 0 000 00 00 Telefax No.: x00 00 00 000 000
Any Party may change the address or number to which notices are to be
delivered to him, her or it by giving the other Party named above notice
of the change in the manner set forth above.
10.2. Arbitration. Any dispute, controversy or claim arising out of or relating
to this Agreement, or the breach, termination or invalidity thereof, shall
be finally settled by arbitration in accordance with the rules of
arbitration of the London Chamber of International Arbitration , by one or
more arbitrators appointed in accordance with the said Rules.. The place
of arbitration shall be London. The language to be used in the arbitral
proceedings shall be English.
10.3. Governing Law and Jurisdiction. This Agreement shall be governed in all
respects by the laws of Italy without regard to its choice of law rules.
10.4. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
10.5. Counterparts. This Agreement may be executed in eight or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10.6. Severability. Should any provision of this Agreement be or become invalid
or non enforceable in whole or in part, then the validity of the remaining
provisions of this Agreement shall not be affected thereby. The Parties
undertake to substitute for any such invalid or non enforceable provision,
a provision which corresponds to the spirit and purpose of such invalid,
or non enforceable provision as far as permitted under the applicable law
and with a view to the economic purpose of this Agreement.
10.7. Force Majeure. Neither Party shall be liable for delays in, or failure of
performance due to causes beyond the reasonable control, of such a Party,
including but not limited to: acts of God, acts of civil or military
authority, priorities under governmental authority, fires, explosions,
embargo, mobilizations, riots and epidemics. In the event of any such
delay or failure, the affected Party shall send written notice of the same
and the reason thereof to the other Party within seven (7) days from the
commencement of the force majeure in question. The performance of the
affected Party shall be deemed suspended, with no penalty, so long as and
to the extent that any such force majeure continues.
10.8. Miscellaneous. This Agreement (i) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, between the Parties with respect to the subject matter hereof; (ii)
is not intended to and shall not confer upon any person, other than the
Parties hereto, any rights or remedies; and (iii) shall not be assigned by
operation of law or otherwise.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
executed and their corporate seals to be hereto affixed and attested by
their duly authorized officers.
Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxx
----------------------------------- ----------------------------
By: VSM Interactives Inc. By: Finmek Holdings N.V.
Name Printed: Xxxx X. Xxxxxxxx Name Printed: Xxxxx Xxxxxxxx
Title: Joint Chairman and Joint CEO Title: Managing Director
Stefano Guidocci Xxxxx Xxxxxxxx
----------------------------------- ----------------------------
By: SIS S.r.l By: Genicom S.A.
Name Printed: Stefano Guidocci Name Printed: Xxxxx Xxxxxxxx
Title: Managing Director Title: Managing Director
Xxxxx Xxxxxxxx
----------------------------
By: Genicom SPA
Name Printed: Xxxxx Xxxxxxxx
Title: Managing Director
Xxxxx Xxxxxxxx
----------------------------
By: Genicom Ltd
Name Printed: Xxxxx Xxxxxxxx
Title: Managing Director
Date
-----------------------------
Exhibit 1
"The Products"
1. Retired Product Line:
All retired printers and related options sold with "Genicom", "Digital",
"Compaq", or "T.I." brand.
This contract do not apply for "Travel Industry" products that were sold
with the "T.I" or "Genicom" brand such as ATB, Bag Tag, or Gate Reader
printers and options.
2. Current Product Line:
All current Product line of Genicom printers and options:
o Line Printers:
o 5000 series and options
o LG series and options
o Serial Matrix Printers:
o 960/965
o LA36N and LA36W
o 3400/3500 series and options
o LA450/LA700 and related options
o 3800/3900 series and options
o Laser Printers:
o mL170/mL210/mL280/mL320/mL401/mLC4 and related options
o LN21/LN28/LNM40
o Thermal Printers:
o 6000 series and related options.
3. New Products
Any new printers and related options with Genicom brand except otherwise
confirmed in writing to VSM, and thus for the duration of the contract.
Exhibit 2
VSM Rates for Services in Box
---------------------------------- --------------------------- ---------------------------------------------------------------
All prices in Euro Post warranty In warranty
---------------------------------- --------------------------- ---------------------------------------------------------------
Monthly Monthly E.W. 00 X.X. 00 X.X. 00 X.X. 00 X.X. 36 E.W. 36 Instal-
Description rate type rate type Instal- months months months months months months lation
A B lation type A type B type A type B type A type B with E.W.
---------------------------------- --------------------------- ---------------------------------------------------------------
24W 360cps matrix 80 col 11.00 20.00 150 95.00 122.00 196.00 304.00 297.00 486.00 75
24W 360cps matrix 132 col 11.00 20.00 150 95.00 122.00 196.00 304.00 297.00 486.00 75
24W 360cps matrix 80 col ASF 11.00 20.00 150 95.00 122.00 196.00 304.00 297.00 486.00 75
24W 360cps matrix 132 col ASF 11.00 20.00 150 95.00 122.00 196.00 304.00 297.00 486.00 75
24W 450cps matrix 132 col 17.00 31.00 150 147.00 189.00 304.00 471.00 461.00 754.00 75
24W 450cps matrix 132 col M.F 19.00 34.00 150 161.00 207.00 333.00 516.00 505.00 826.00 75
24W 450cps matrix 132 col ASF 19.00 34.00 150 161.00 207.00 333.00 516.00 505.00 826.00 75
24W 700cps matrix 132 col 24.00 43.00 150 203.00 261.00 420.00 651.00 637.00 1042.00 75
24W 450cps matrix 132 26.00 47.00 150 217.00 279.00 450.00 698.00 682.00 1116.00 75
---------------------------------- --------------------------- ---------------------------------------------------------------
9W 480cps 18.00 32.00 150 147.00 189.00 305.00 473.00 462.00 756.00 75
18W 840cps 23.00 41.00 150 191.00 245.00 395.00 612.00 599.00 980.00 75
24W 540cps 18.00 32.00 150 147.00 189.00 305.00 473.00 462.00 756.00 75
24W 700cps 23.00 41.00 150 191.00 245.00 395.00 612.00 599.00 980.00 75
---------------------------------- --------------------------- ---------------------------------------------------------------
18W 600cps 23.00 41.00 150 191.00 245.00 395.00 612.00 599.00 980.00 75
18W 600cps 23.00 41.00 150 191.00 245.00 395.00 612.00 599.00 980.00 75
18W 600cps 23.00 41.00 150 191.00 245.00 395.00 612.00 599.00 980.00 75
18W 600cps 23.00 41.00 150 191.00 245.00 395.00 612.00 599.00 980.00 75
18W 900cps 23.00 41.00 150 Included 245.00 204.00 612.00 408.00 980.00 75
18W 900cps 23.00 41.00 150 Included 245.00 204.00 612.00 408.00 980.00 75
18W 900cps 23.00 41.00 150 Included 245.00 204.00 612.00 408.00 980.00 75
---------------------------------- --------------------------- ---------------------------------------------------------------
500 LPM 54.00 97.00 250 Included 582.00 485.00 1456.00 971.00 2330.00 125
1000 LPM 74.00 133.00 250 Included 799.00 666.00 1998.00 1332.00 3196.00 125
1500 LPM 103.00 185.00 250 Included 1108.00 923.00 2769.00 1846.00 4430.00 125
---------------------------------- --------------------------- ---------------------------------------------------------------
500 LPM 54.00 97.00 250 Included 582.00 485.00 1456.00 871.00 2330.00 125
1000 LPM 74.00 133.00 250 Included 799.00 666.00 1998.00 1332.00 3196.00 125
1800 LPM 103.00 185.00 250 Included 1108.00 923.00 2769.00 1846.00 4430.00 125
---------------------------------- --------------------------- ---------------------------------------------------------------
40 PPM 32.00 0.00 250 Included 0.00 288.00 0.00 575.00 0.00 125
40 PPM 34.00 0.00 250 Included 0.00 308.00 0.00 615.00 0.00 125
28 PPM 25.00 0.00 250 Included 0.00 226.00 0.00 449.00 0.00 125
28 PPM 27.00 0.00 250 Included 0.00 240.00 0.00 480.00 0.00 125
21 PPM 14.00 0.00 250 Included 0.00 122.00 0.00 244.00 0.00 125
21 PPM NETWORK 16.00 0.00 250 Included 0.00 145.00 0.00 289.00 0.00 125
---------------------------------- --------------------------- ---------------------------------------------------------------
21 PPM 13.00 0.00 250 Included 0.00 119.00 0.00 238.00 0.00 125
21 PPM NETWORK 16.00 0.00 250 Included 0.00 142.00 0.00 283.00 0.00 125
32 PPM 26.00 0.00 250 Included 0.00 230.00 0.00 459.00 0.00 125
32 PPM NETWORK 27.00 0.00 250 Included 0.00 245.00 0.00 491.00 0.00 125
40 PPM 29.00 0.00 250 Included 0.00 259.00 0.00 518.00 0.00 125
40 PPM NETWORK 30.00 0.00 250 Included 0.00 274.00 0.00 548.00 0.00 125
4/16 PPM COLOR 28.00 0.00 250 Included 0.00 248.00 0.00 495.00 0.00 125
---------------------------------- --------------------------- ---------------------------------------------------------------
INDUSTRIAL TERMAL 13.00 0.00 250 Included 0.00 113.00 0.00 225.00 0.00 125
INDUSTRIAL TERMAL 14.00 0.00 250 Included 0.00 124.00 0.00 248.00 0.00 125
---------------------------------- --------------------------- ---------------------------------------------------------------
----------------------------------
All prices in Euro
---------------------------------- -----------------------
Description EURO LIRE
---------------------------------- -----------------------
24W 360cps matrix 80 col 1,350.00 2,659,500
24W 360cps matrix 132 col 1,350.00 2,659,500
24W 360cps matrix 80 col ASF 1,350.00 2,659,500
24W 360cps matrix 132 col ASF 1,350.00 2,659,500
24W 450cps matrix 132 col 2,095.00 4,127,150
24W 450cps matrix 132 col M.F 2,295.00 4,521,150
24W 450cps matrix 132 col ASF 2,295.00 4,521,150
24W 700cps matrix 132 col 2,895.00 5,703,150
24W 450cps matrix 132 3,100.00 6,107,000
---------------------------------- -----------------------
9W 480cps 2,100.00 4,137,000
18W 840cps 2,722.00 5,362,340
24W 540cps 2,100.00 4,137,000
24W 700cps 2,722.00 5,362,340
---------------------------------- -----------------------
18W 600cps 2,722.00 5,362,340
18W 600cps 2,722.00 5,362,340
18W 600cps 2,722.00 5,362,340
18W 600cps 2,722.00 5,362,340
18W 900cps 2,722.00 5,362,340
18W 900cps 2,722.00 5,362,340
18W 900cps 2,722.00 5,362,340
---------------------------------- -----------------------
500 LPM 6,471.00 12,747,870
1000 LPM 8,879.00 17,491,830
1500 LPM 12,306.00 24,242,820
---------------------------------- -----------------------
500 LPM 6,471.00 12,747,840
1000 LPM 8,879.00 17,491,830
1800 LPM 12,306.00 24,242,820
---------------------------------- -----------------------
40 PPM 3,835.00 7,554,950
40 PPM 4,100.00 8,077,000
28 PPM 2,995.00 5,900,150
28 PPM 3,200.00 8,304,000
21 PPM 1,629.00 3,209,130
21 PPM NETWORK 1,929.00 3,800,130
---------------------------------- -----------------------
21 PPM 1,585.00 3,122,450
21 PPM NETWORK 1,859.00 3,721,330
32 PPM 3,062.00 6,032,140
32 PPM NETWORK 3,271.00 6,443,870
40 PPM 3,450.00 6,796,500
40 PPM NETWORK 3,652.00 7,194,440
4/16 PPM COLOR 3,300.00 6,501,000
---------------------------------- -----------------------
INDUSTRIAL TERMAL 1,503.00 2,860,910
INDUSTRIAL TERMAL 1,654.00 3,258,380
---------------------------------- -----------------------
Exhibit 3
VSM Discount table and Rates for Other Services
DISCOUNT TABLE ON E.U. LIST PRICE (all rates in Euro)
TYPE OF SERVICE RATE/DISCOUNT RATE/DISCOUNT
DEALERS GENICOM
MAINTENANCE CONTRACT
TYPE A 20% N/A
TYPE B 15% N/A
TIME & MATERIAL
MANPOWER - each hour 60,00 40,00
MILEAGE each mil/km 0,50 0,50
PARTS REPLACED 30% TBD
REPAIRED PARTS 25% 50%
INSTALLATION
W/O CONTRACT OR E.W. 25% 25%
WITH CONTRACT OR E.W. 50% 50%
TRAINING 20% 25%
DEPOT REPAIR
MANPOWER - each hour 40,00 30,00
PARTS REPLACED 30% TBD
REPAIRED PARTS 25% 50%
EXTENDED WARRANTY
12 MONTHS A or B 20% 20%
24/36 MONTHS A 15% 15%
24/36 MONTHS B 10% 10%
PRE-POST SALES SUPPORT
MANPOWER - each hour 40,00 40,00
FULL DAY on FE working site 300,00 300,00
SPECIAL TRANSFER XXX XXX
ABOVE RATES AND DISCOUNTS ARE APPLICABLE ONLY WHEN GEN OR GEN DEALERS WILL BE
APPOINTED AS MAIN CONTRACTORS, SO SIS WILL INVOICE DIRECTLY GEN OR GEN DEALERS.
ABOVE DISCOUNTS ARE NOT CUMULABLE WITH ROYALTIES.
Exhibit 4
Form of Non Disclosure Agreement
In consideration of and as a condition of my employment or continued
employment by ________________ (the "Company") and the compensation paid
therefor:
1. I hereby acknowledge that all Proprietary Information (as defined below)
is the exclusive property of Genicom International or the parties that disclosed
or delivered it to Genicom International (the "Licensors") and that all
Proprietary Information shall be and remain the exclusive property of Genicom
International of the Licensors and that I shall have no ownership rights
therein.
2. The term "Proprietary Information" shall mean and include, but not be
limited to, the following information, whether or not reduced to writing and
whether or not patentable: technical information regarding the products and
services that Genicom International markets, marketing techniques, pricing
policies, customer lists and requirements, financial information, discoveries,
concepts, techniques, designs and specifications, any information or material
relating to the manner in which Genicom International or the Licensors do
business, and any information or material relating to the business or activities
of Genicom International or the Licensors that is not generally known to the
public.
3. I agree that without Genicom International's written consent, I will not
at any time disclose to others or use for my own benefit any Proprietary
Information of Genicom International or the Licensors or any of their respective
clients, customers, consultants, licensors, suppliers or affiliates, except
while, and to the extent necessary to perform my particular duties as an
employee of Company, so long as and to the extent that, Company is an authorized
service provider of Genicom International.
-------------------------------
Name:
-------------------------
Date:
-------------------------
Exhibit 5A
Genicom International Distributor Price
JULY 2000 PRICE LIST
GENICOM microLaser 210 and 210N
[GRAPHIC]
English
o 21 Page per minute laser printer
o 600X600 or 1200X1200 dpi at rated speed
o 133 Mhz MIPS/RISC 64-bit processor
o 16MB standard, 96MB maximum
o Paper size A4, A5, Letter, Executive, 00-000 XXX
o Duty cycle 75,000 pages per month
o Standard paper input 650 sht and 500 sht output
o Maximum paper input 1650 sheets input, 1000 sht output
o Language: Adobe PostScript level 3, PCL
o Driver support: Windows 3.11, 95, 98, 2000, NT4.0, Macintosh
o Network support: TCP/IP, IPX/SPX, LAT, EtherTalk
o System support: Novell Netware; IPX/SPX; Telnet Microsoft LAN manager;
HP-UX; Solaris; NetBios; SNMP V3/4
-----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser Tier 1 Tier 2 Qty2 Tier 1 Tier 2
EURO list
-----------------------------------------------------------------------------------------------------------------------------
PRINTERS
-----------------------------------------------------------------------------------------------------------------------------
3P7521BOOGNM01 microLaser 210 parallel, 21ppm, 16Mb 4 1.585 1.171 1.110
3P7521BOOGNM11 microLaser 210, Network, 21ppm, 16Mb,
10/100BaseT + 10Base2 4 1.889 1.393 1.320
-----------------------------------------------------------------------------------------------------------------------------
OPTIONS
-----------------------------------------------------------------------------------------------------------------------------
6A1236P01 mL210 duplex option 1 366 270 256
6A1238P01 mL210 sheet feeder with A4 universal 500
sheet cassette 1 421 311 295
6A1237P01 mL210 sheet feeder cassette only 1 221 164 155
6A1239P01 mL210 Envelope feeder 1 416 307 291
6A1240P01 mL210 Face up catch tray 1 110 81 77
6A1241P01 mL210 Offset catch tray 1 450 332 315
-----------------------------------------------------------------------------------------------------------------------------
CONNECTIVITY
-----------------------------------------------------------------------------------------------------------------------------
6A0620P01 mL320/mL401/mL280/mL210 network card
10/100BaseT and Base2 1 457 295 280
6A1255P01 mL280/mL210 SCS Internal COAX Interface 1 457 335 318
6A1256P01 mL280/mL210 SCS Internal TWINAX Interface 1 457 335 318
6A1257P01 mL280/mL210 IPDS Internal COAX Interface 1 988 730 692
6A1258P01 mL280/mL210 IPDS Internal TWINAX Interface 1 988 730 692
6A1269P01 mL280/mL210 IPDS over LAN Internal
Interface 1 516 382 362
6A0688P01 mL320/mL401/mL280/mL210 RS232 serial
Interface 1 134 101 96
-----------------------------------------------------------------------------------------------------------------------------
MEMORY
-----------------------------------------------------------------------------------------------------------------------------
6A0622P01 mL320/mL401/mL280/mL210 Flash SIMM option
(8MB) 1 149 97 92
6A0103P01 16 Mb EDO-RAM 1 182 134 127
6A0621P01 mL320/mL401/mL280/mL210 32MB memory 1 495 320 304
-----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
-----------------------------------------------------------------------------------------------------------------------------
6A1235P01 Toner cartridge (15,000 pages) 1 195 146,06 138,45
6A1243P01 Maintenance kit (200,000 pages) 1 350 294,00 238,00
-----------------------------------------------------------------------------------------------------------------------------
WARRANTY
-----------------------------------------------------------------------------------------------------------------------------
One year Service Parts
-----------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM microLaser C4
[GRAPHIC]
English
o 4-16PPM Page per minute laser printer
o 600X600 dpi, 2400X600 dpi (with additional memory)
o 000 Xxx XXX XX0000 RISC processor
o 24MB standard, 384MB maximum
o Paper size A4, A5, Letter, Executive, 60-90 GSM
o Parallel, Ethernet (Thinwire, UTP)
o Duty cycle 5,000 pages per month
o Paperhandling 250 sht input, 250 sht output (optional 250 input)
o Language: PostScript level 2, PCL 5e
o Driver support: Windows 3.1, 95, NT3.51, NT4.0, Apple Mac 7.x
o Network support: TCP/IP, IPX/SPX, NetBIOS, EtherTalk
o Novell Netware 3.12, 4.1, 4.11; IBM AIX 4.1; HP-UX 9.x, 10.x; Solaris V2.5;
SunOs V4.12; sgi v5.3;
---------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser Tier 1 Tier 2 Qty2 Tier 1 Tier 2
EURO list
---------------------------------------------------------------------------------------------------------------------------
PRINTERS
---------------------------------------------------------------------------------------------------------------------------
3P74C4B00APQ01 microLaser C4, full color, 4-16ppm, 250
Sheet Input, 24 Mb Ram 1 3.128 2.310 2.189 3 2.244 2.127
---------------------------------------------------------------------------------------------------------------------------
OPTIONS
---------------------------------------------------------------------------------------------------------------------------
6A0457P01 Lower Paper Feeder (250 Sheet) 1 660 494 468
6A0456P01 Universal Paper Tray (250 Sheet) 1 174 130 124
0X0000X00 Letter/A4 Paper Tray (250 Sheet) 1 174 130 124
0X0000X00 540Mb IDE Internal Hard Drive 1 751 530 503
6A0439P01 SCSI Adaptor 1 289 204 194
6A0438P01 IBM Token-Ring Interface 1 1.490 1.053 998
6A0430P01 HP Pro Collection Font SIMM 1 321 223 212
6A0431P01 Intellifont SIMM 1 437 328 310
6A0437P01 Time of Day Clock 1 96 71 68
6A0427P01 Alert Box 1 452 320 303
6A0426P01 Security Key 1 149 106 100
---------------------------------------------------------------------------------------------------------------------------
MEMORY
---------------------------------------------------------------------------------------------------------------------------
0X0000X00 4 Mb EDO--RAM 1 80 44 42
6A0102P01 8 Mb EDO--RAM 1 100 74 70
6A0103P01 16 Mb EDO--RAM 1 182 134 127
6A0104P01 32 Mb EDO--RAM 1 364 269 255
6A0533G01 64 Mb EDO--RAM 1 705 520 493
6A0542G01 128 Mb EDO--RAM 1 1.408 1.040 986
---------------------------------------------------------------------------------------------------------------------------
SUPPLIES
---------------------------------------------------------------------------------------------------------------------------
5A6140B01 Yellow Toner cartridge 1 159 122,62 116,23
0X0000X00 Magenta Toner cartridge 1 159 122,62 116,23
5A6138B01 Cyan Toner cartridge 1 159 122,62 116,23
5A6137B01 Black Toner cartridge 1 153 118,09 111,93
5A6141B01 Waste Toner Pack 1 20 15,60 14,79
5A6142B01 OPC belt 1 302 233,74 221,55
5A6143B01 Fuser cleaning Roller & Oil Kit 1 109 84,19 79,80
0X0000X00 Fuser cleaning Roller 1 52 39,67 37,60
---------------------------------------------------------------------------------------------------------------------------
WARRANTY
---------------------------------------------------------------------------------------------------------------------------
One year Service Parts
---------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM microLaser 320 and 401
[GRAPHIC]
English
o mL320 is 32 page per minute laser printer
o mL401 is 40 page per minute laser printer
o 1200X1200 dpi at rated speed
o 166 Mhz MIPS/RISC 64-bit processor
o 32MB standard, 96MB maximum
o Paper size A3, A4, A5, Letter, Executive, 00-000 XXX
o mL320 duty cycle 150,000 pages per month
o mL401 duty cycle 200,000 pages per month
o Standard paper input 1050 sht and 500 sht output
o Optional paper input 2500 sheets Input, 2200 sht output
o Language: Adobe PostScript level 3, PCL 5e
o Driver support: Windows 3.11, 95, 98, NT4.0, Macintosh
o Network support: TCP/IP, IPX/SPX, LAT, EtherTalk
o System Support: Novell Netware; IPX/SPX; Telnet Microsoft LAN manager;
HP-UX; Solaris; NetBios; SNMP V3/4
----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser Tier 1 Tier 2 Qty2 Tier 1 Tier 2
EURO list
----------------------------------------------------------------------------------------------------------------------------
PRINTERS
----------------------------------------------------------------------------------------------------------------------------
3P7540B00GNM01 microLaser 401 Parallel, 40ppm, 32 MB 1 3.450 2.621 2.484 3 2.541 2.408
3P7540B00GNM11 microLaser 401 Network, 40ppm, 32 Mb,
10/100BaseT + 10Base2 1 3.652 2.772 2.627 3 2.698 2.557
3P7532B00GNM01 microLaser 320 parallel, 32ppm, 32 Mb 1 3.062 2.326 2.204 3 2.261 2.143
3P7532B00GNM11 microLaser 320 Network, 32ppm, 32Mb,
10/100BaseT + 10Base2 1 3.271 2.485 2.355 3 2.416 2.290
----------------------------------------------------------------------------------------------------------------------------
OPTIONS
----------------------------------------------------------------------------------------------------------------------------
6A0551P01 mL320/mL401 duplexer 1 708 458 434
6A0552P01 mL320/mL401 3 tray high cap. Feeder 1 1.503 972 922
6A0553P01 mL320/mL401 Face up tray 1 106 69 65
0X0000X00 mL320/mL401 10 bin mailbox/collator unit 1 1.503 972 922
6A0555P01 mL320/mL401 envelop feeder unit 1 536 347 329
6A0557P01 mL320/mL401 3 bin stapler/stacker unit 1 2.577 1.667 1.580
----------------------------------------------------------------------------------------------------------------------------
CONNECTIVITY
----------------------------------------------------------------------------------------------------------------------------
6A0620P01 mL320/mL401/mL280/mL210 network card
10/100 BaseT and Base2 1 457 295 280
6A0688P01 mL320/mL401/mL280/mL210 RS232 serial
Interface 1 134 101 96
6A0639P01 mL320/mL401 SCS Internal COAX Interface 1 457 335 318
6A0640P01 mL320/mL401 SCS Internal TWINAX Interface 1 457 335 318
6A0641P01 mL320/mL401 IP0S/SCS Internal COAX
Interface 1 988 730 692
6A0642P01 mL320/mL401 IP0S Internal TWINAX Interface 1 988 730 692
6A1202P01 mL320/mL401 UK Enet 10/100 IP0S External
Interface 1 1.195 883 837
6A1203P01 mL320/mL401 European Enet 10/100 IPDS 1 1.195 883 837
External Interface
----------------------------------------------------------------------------------------------------------------------------
MEMORY
----------------------------------------------------------------------------------------------------------------------------
6A0621P01 mL320/mL401/mL280/mL210 32MB memory 1 495 320 304
----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
----------------------------------------------------------------------------------------------------------------------------
5A6530P01 Toner Cartridge mL320/mL401 (23K pgs) 1 309 238,74 226,29
5A6565P01 mL320/mL401 Staple Refill, 3 sets (3 X
5000 staples) 1 48 37,30 35,36
5A6545P01 Maintenance Kit mL320/mL401 (300,000 pgs) 1 745 574,94 544,97
----------------------------------------------------------------------------------------------------------------------------
WARRANTY
----------------------------------------------------------------------------------------------------------------------------
One year Service Parts
----------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM microLaser 170/microLaser 170N
[GRAPHIC]
English
o 16 Page per minute laser printer
o 600X600 dpi, 2400X600 dpi (software enhanced)
o 125 Mhz MIPS controller
o 12MB standard, 67MB maximum
o Paper size A4, A5, Letter, Executive, 60-90 GSM
o Duty cycle 35,000 pages per month
o Standard paper handling 500 sht input, 250 sht output
o Max paper handling 1050 sht Input/500 output
o Language: PostScript level 2, PCL 6
o Driver support: Windows 3.1, 95, 98, NT3.51, NT4.0
o Network support: TCP/IP, IPX/SPX, LAT, NetBIOS
o System support: Novell Netware 3.12, 4.1, 4.11: IBM AIX 4.1; HP-UX 9.x,
10.x; Solaris V2.5; SunOs V4.12; sgi v5.3;
----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser Tier 1 Tier 2 Qty2 Tier 1 Tier 2
EURO list
----------------------------------------------------------------------------------------------------------------------------
PRINTERS
----------------------------------------------------------------------------------------------------------------------------
3P7217B00APF01 microLaser 170, 16 ppm, 500 sheets input,
12 Mbs 3 1.278 944 895 8 917 869
3P7217B00APF11 microLaser 170, 16 ppm, 500 sheets input,
12 Mb, Ethernet 10/100 Base-T and 10 Base 2 3 1.601 1.182 1.120 8 1.148 1.088
----------------------------------------------------------------------------------------------------------------------------
OPTIONS
----------------------------------------------------------------------------------------------------------------------------
6A0606P01 500 sheet adjustable paper tray (for 1st
feeder) 1 150 106 100
6A0607P01 500 sheet adjustable paper tray
(for 2nd feeder) 1 150 106 100
0X0000X00 2nd paper feeder incl. a 500 sheet paper
tray 1 432 305 290
6A0522P01 Multi function paper tray 1 166 117 111
6A0523P01 Duplex option 1 533 376 357
0X0000X00 IBM/Epson Emulation card 1 242 171 162
6A0526P01 Flash ROM SIMM 4 MB 1 199 140 133
6A0524P01 Barcode SIMM 1 242 171 162
6A0527P01 Infrared interface kit 1 317 224 212
----------------------------------------------------------------------------------------------------------------------------
MEMORY
----------------------------------------------------------------------------------------------------------------------------
0X0000X00 4 Mb EDO-RAM 1 60 44 42
6A0102P01 8 Mb EDO-RAM 1 100 74 70
6A0103P01 16 Mb EDO-RAM 1 182 134 127
6A0104P01 32 Mb EDO-RAM 1 364 269 255
----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
----------------------------------------------------------------------------------------------------------------------------
5A6555B01 Toner Cartridge + cleaning parts (2 each
10,000 pages) 1 106 83,03 78,70
5A6556B01 OPC drum (40K pages) 1 261 201,55 191,04
----------------------------------------------------------------------------------------------------------------------------
WARRANTY
----------------------------------------------------------------------------------------------------------------------------
One year Service Parts
----------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM microLaser 280/microLaser 280N
[GRAPHIC]
English
o 28 Page per minute laser printer
o 1200 x 1200 dpi at rated speed
o 166 Mhz MIPS/RISC 64-bit processor
o 16 MB standard, 96 MB maximum
o Paper size A3, A4, A5, Letter, Executive, 00-000 XXX
o Duty cycle 100,000 pages per month
o Standard paper input 650 sht and 500 sht output
o Maximum paper input 3150 sheets input, 1000 sht output
o Language: Adobe PostScript level 3, PCL
o Driver support: Windows 3.11, 95, 98, NT 4.0, Macintosh
o Network support: TCP/IP, IPX/SPX LAT, EtherTalk
o System support: Novell Netware; IPX/SPX; Telnet Microsoft LAN manager;
HP-UX; Solaris; NetBios; SNMP V3/4
----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser Tier 1 Tier 2 Qty2 Tier 1 Tier 2
EURO list
----------------------------------------------------------------------------------------------------------------------------
PRINTERS
----------------------------------------------------------------------------------------------------------------------------
3P7528B00GNM01 MicroLaser 280 parallel, 28ppm, 16Mb 4 2.465 1.821 1.726 8 1.769 1.677
3P7528B00GNM11 MicroLaser 280 Network, 28ppm, 16Mb,
10/100BaseT + 10Base2 4 2.788 2.059 1.952 8 2.000 1.896
----------------------------------------------------------------------------------------------------------------------------
OPTIONS
----------------------------------------------------------------------------------------------------------------------------
6A1224P01 mL280 duplex option 1 418 313 297
6A1223P01 mL280 sheet feeder with A4 universal 500
sheet cassette 1 472 354 335
6A1227P01 mL280 sheet feeder with A3 universal 500
sheet cassette 1 504 377 358
6A1226P01 mL280 high capacity input feeder 2000
sheets A4 1 1.503 1.125 1.067
0X0000X00 mL280 universal A4 cassette 500 sheet 1 183 137 130
6A1229P01 mL280 universal A3 cassette 500 sheet 1 188 141 133
6A1225P01 mL280 output stacker with catch tray 500
sheets A4 1 525 393 373
----------------------------------------------------------------------------------------------------------------------------
CONNECTIVITY
----------------------------------------------------------------------------------------------------------------------------
6A0620P01 mL320/mL401/mL280/mL210 network card
10/100BaseT and Base2 1 457 295 280
6A1255P01 mL280/mL210 SCS Internal COAX interface 1 457 335 318
6A1256P01 mL280/mL210 SCS Internal TWINAX interface 1 457 335 318
6A1257P01 mL280/mL210 IPDS Internal COAX interface 1 988 730 692
6A1258P01 mL280/mL210 IPDS Internal TWINAX interface 1 988 730 692
6A1269P01 mL280/mL210 IPDS over LAN internal
interface 1 516 382 362
6A0688P01 mL320/mL401/mL280/mL210 RS232 serial
interface 1 134 101 96
----------------------------------------------------------------------------------------------------------------------------
MEMORY
----------------------------------------------------------------------------------------------------------------------------
6A0622P01 mL320/mL401/mL280/mL210 Flash SIMM
option (8MB) 1 149 97 92
6A0103P01 16Mb EDO-RAM 1 182 134 127
6A0621P01 mL320/mL401/mL280/mL210 32MB memory 1 495 320 304
----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
----------------------------------------------------------------------------------------------------------------------------
6A1215P01 Toner cartridge (17,000) pages 1 262 202,53 191,97
6A1246P01 Maintenance Kit mL280 (200,000 pgs) 1 413 318,73 302,11
----------------------------------------------------------------------------------------------------------------------------
WARRANTY
----------------------------------------------------------------------------------------------------------------------------
One year Service Parts
----------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM PORTABLE THERMAL PRINTER 6241
[GRAPHIC]
English
o Direct thermal printing at 2 ips.
o Print width 4.09 inches.
o Compact size and compact price.
o Rugged package weighs less than 4 pounds.
o 20 popular bar code symbologies.
o Prints over 300 labels (4 X 3 inches) on a single charge.
o Linerless lable models.
o Auto battery conservation mode.
o Auto label sensing and adjustment.
o Year 2000 compliant.
------------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency QTY1 Enduser 1-Tier 2-Tier
EURO
------------------------------------------------------------------------------------------------------------------------------
PRINTERS
------------------------------------------------------------------------------------------------------------------------------
3P6241AB000A1 6241 Direct Thermal Port, 4", Serial, 220V 3 907 575 545
3P6241AB001A1 6241 Direct Thermal Xxxx, 0", Xxxxxx, 000X, Linerless Label
Capacity 3 907 575 545
------------------------------------------------------------------------------------------------------------------------------
OPTIONS
------------------------------------------------------------------------------------------------------------------------------
5A2405P42 NiCad Battery Pack 1 102 65 61
5A2405P27 12v Battery Eliminator 1 102 65 61
5A2405P28 24v-36v Battery Eliminator 1 161 102 97
5A2405P41 2-Slot Fast Charger 1 209 133 126
0X0000X00 Keyboard Display 1 242 153 145
5A2405P30 Vehicle Mount Bracket 1 160 101 96
5A2405P31 Soft Carrying Case 1 160 101 96
------------------------------------------------------------------------------------------------------------------------------
SOFTWARE
------------------------------------------------------------------------------------------------------------------------------
0X0000X00 Create-A-Label 3 (DOS) - ALL 1 317 201 190
5A2405P101 LabelView Basic 1 263 167 158
5A2405P102 LabelView Pro 1 532 337 319
5A2405P103 LabelView Gold 1 1.069 667 641
5A2405P104 LabelView Pro Run Time 1 263 167 158
5A2405P105 LabelView Gold Run Time 1 532 337 319
5A2405P203 LabelView Gold Network 3 User 1 2.132 1.350 1.279
5A2405P205 LabelView Gold Network 5 User 1 3.196 2.023 1.918
5A2405P210 LabelView Gold Network 10 User 1 5.855 3.706 3.513
5A2405P225 LabelView Gold Network 25 User 1 13.831 8.755 8.299
5A2405P250 LabelView Gold Network 50 User 1 27.257 17.254 16.354
------------------------------------------------------------------------------------------------------------------------------
SUPPLIES
------------------------------------------------------------------------------------------------------------------------------
105905-007 Print head Assy with cable & Gap sensor 1 242 191,26 181,29
5A6111P01 Demo and sample Kit 1 6 3,59 3,40
800007-102 Resin, 91m length, 63.5 mm width 12 13 7,95 7,54
800007-103 Resin, 91m length, 83.5 mm width 12 17 10,52 9,97
800007-104 Resin, 91m length, 110 mm width 12 23 13,81 13,09
800009-103 Wax/Resin, 91 m length, 83.5 mm width 12 11 6,93 6,57
800009-104 Wax/Resin, 91 m length, 110 mm width 12 15 9,09 8,62
800008-101 Wax, 91m length, 33 mm width 12 3 1,93 1,83
800008-102 Wax, 91m length, 63.5 mm width 12 6 3,73 3,54
800008-103 Wax, 91m length, 83.5 mm width 12 7 4,83 4,58
800008-104 Wax, 91m length, 110 mm width 12 10 6,36 6,03
------------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM DESKTOP THERMAL PRINTER 6322-DT
[GRAPHIC]
English
o Direct thermal printing at 2 ips.
o Print width 2.2 inches.
o Dramatically lower prices than other similar printers.
o Sharp and reliable bar codes, text, and graphics.
o Exploits new design technologies and streamlined manufacturing techniques.
o Popular industrial bar codes including two-dimensional.
o On-demand label dispenser.
o Five resident font styles.
o Year 2000 compliant.
------------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency QTY1 Enduser 1-Tier 2-Tier
EURO
------------------------------------------------------------------------------------------------------------------------------
PRINTERS
------------------------------------------------------------------------------------------------------------------------------
PRINTERS
------------------------------------------------------------------------------------------------------------------------------
3P6322DB000A1 6322-DT Direct Thermal Desk, 2", Parallel, 220 V 5 587 372 352
3P6322DB001A1 6322-DT Direct Thermal Desk, 2", Serial, 220 V 5 587 372 352
------------------------------------------------------------------------------------------------------------------------------
OPTIONS
------------------------------------------------------------------------------------------------------------------------------
5A2405P20 2" Battery 1 266 169 160
5A2405P19 Power Rewinder 1 424 269 255
5A2405P07 Clock Chip 1 24 15 14
5A2405P06 Keyboard Display 1 242 153 145
------------------------------------------------------------------------------------------------------------------------------
Factory Installed
------------------------------------------------------------------------------------------------------------------------------
5A2405G15 Label Taken Sensor 1 17 11 10
5A2405G08 Black Line Sensor 1 13 8 8
------------------------------------------------------------------------------------------------------------------------------
SOFTWARE
------------------------------------------------------------------------------------------------------------------------------
0X0000X00 Create-A-Label 3 (DOS) - ALL 1 317 201 190
5A2405P101 LabelView Basic 1 263 167 158
5A2405P102 LabelView Pro 1 532 337 319
5A2405P103 LabelView Gold 1 1.069 677 641
5A2405P104 LabelView Pro Run Time 1 263 167 158
5A2405P105 LabelView Gold Run Time 1 532 337 319
5A2405P203 LabelView Gold Network 3 User 1 2.132 1.350 1.279
5A2405P205 LabelView Gold Network 5 User 1 3.196 2.023 1.918
5A2405P210 LabelView Gold Network 10 User 1 5.855 3.706 3.513
5A2405P225 LabelView Gold Network 25 User 1 13.831 8.755 8.299
5A2405P250 LabelView Gold Network 50 User 1 27.257 17.254 16.354
------------------------------------------------------------------------------------------------------------------------------
SUPPLIES
------------------------------------------------------------------------------------------------------------------------------
105903-001 Print head Assy 2" 1 150 119,00 112,80
5A6112P01 Demo and sample Kit 1 14 8,07 7,65
------------------------------------------------------------------------------------------------------------------------------
WARRANTY
------------------------------------------------------------------------------------------------------------------------------
One year Service Parts
------------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM DESKTOP THERMAL PRINTER 6342-DT/6342/6342-H
[GRAPHIC]
English
o Direct thermal and thermal transfer printing at 2 ips.
o Maximum print width 4.09 inches.
o Small footprint and small cost, but huge advantage in label and tag
printing.
o Three models including 300 dpi version.
o Easy-to-load label and ribbon path.
o Label backfeed for maximum label savings.
o See-through cover for checking supply.
o Supports most bar code symbologies including two-dimensional.
o Year 2000 compliant.
------------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency QTY1 Enduser 1-Tier 2-Tier
EURO
------------------------------------------------------------------------------------------------------------------------------
PRINTERS
------------------------------------------------------------------------------------------------------------------------------
3P6342DB000A2 6342-DT Direct Thermal Desk, 4", Par&Ser, 220V 5 618 391 371
3P6342AB000A2 0000 Xxxxxxx Xxxxxxxx Xxxx, 0", Xxx&Xxx,000X 5 725 459 435
3P6342HB000A2 0000-X, Xxxxxxx Xxxxxxxx Xxxx, 0", 000XXX, Par&Ser,220V 5 907 575 545
------------------------------------------------------------------------------------------------------------------------------
OPTIONS
------------------------------------------------------------------------------------------------------------------------------
5A2405P04 128K Memory Chip 1 38 24 23
5A2405P07 Clock Chip 1 24 15 14
5A2405P09 Cartridge W/128K Memory 1 75 48 45
5A2405P22 4" Battery 1 266 169 160
5A2405P17 Automatic Cutter 1 322 204 193
5A2405P19 Power Rewinder 1 424 269 255
5A2405P06 Keyboard Display 1 242 153 145
------------------------------------------------------------------------------------------------------------------------------
Factory Installed
------------------------------------------------------------------------------------------------------------------------------
5A2405G15 Label Taken Sensor 1 17 11 10
5A2405G08 Black Line Sensor 1 13 8 8
------------------------------------------------------------------------------------------------------------------------------
SOFTWARE
------------------------------------------------------------------------------------------------------------------------------
0X0000X00 Create-A-Label 3 (DOS) - ALL 1 317 201 190
5A2405P101 LabelView Basic 1 263 167 158
5A2405P102 LabelView Pro 1 532 337 319
5A2405P103 LabelView Gold 1 1.069 677 641
5A2405P104 LabelView Pro Run Time 1 263 167 158
5A2405P105 LabelView Gold Run Time 1 532 337 319
5A2405P203 LabelView Gold Network 3 User 1 2.132 1.350 1.279
5A2405P205 LabelView Gold Network 5 User 1 3.196 2.023 1.918
5A2405P210 LabelView Gold Network 10 User 1 5.855 3.706 3.513
5A2405P225 LabelView Gold Network 25 User 1 13.831 8.755 8.299
5A2405P250 LabelView Gold Network 50 User 1 27.257 17.254 16.354
------------------------------------------------------------------------------------------------------------------------------
SUPPLIES
------------------------------------------------------------------------------------------------------------------------------
105950-020 Print head Assy 4" 6342DT, 6342 1 215 170,01 161,14
105903-055 Print head Assy 4" 6342H 1 412 325,78 308,80
5A6114P01 Demo and sample Kit 1 79 48,87 46,32
800007-102 Resin, 91m length, 63.5 mm width 12 13 7,95 7,54
800007-103 Resin, 91m length, 83.5 mm width 12 17 10,52 9,97
800007-104 Resin, 91m length, 110 mm width 12 23 13,81 13,09
800009-103 Wax/Resin, 91m length, 83.5 mm width 12 11 6,93 6,57
800009-104 Wax/Resin, 91m length, 110 mm width 12 15 9,09 8,62
800008-101 Wax, 91m length, 33 mm width 12 3 1,93 1,83
800008-102 Wax, 91m length, 63.5 mm width 12 6 3,73 3,54
800008-103 Wax, 91m length, 83.5 mm width 12 7 4,83 4,58
800008-104 Wax, 91m length, 110 mm width 12 10 6,36 6,03
------------------------------------------------------------------------------------------------------------------------------
JULY 2000 PRICE LIST
GENICOM INDUSTRIAL THERMAL PRINTER 6441/6442
[GRAPHIC]
English
o Direct thermal and thermal transfer printing at max 6 ips.
o Maximum print width 4.09 inches.
o Superior bar codes, text, and graphics.
o Rugged steel cabinet for durability.
o One of the most cost-effective printers of its class in the industry.
o Popular industrial bar codes including two-dimensional.
o Easy-to-use command language.
o Line and box drawing features.
o Year 2000 compliant.
------------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser 1-Tier 2-Tier
EURO
------------------------------------------------------------------------------------------------------------------------------
PRINTERS
------------------------------------------------------------------------------------------------------------------------------
3P6442AB000A2 6442, Thermal Transfer Industrial, Par&Ser 220V 2 1.503 952 902
3P6441AB000A2 6441 Thermal Xxxxxxxx Xxxxxxxxxx, 0", Xxx&Xxx 220V 2 1.654 1.048 994
------------------------------------------------------------------------------------------------------------------------------
OPTIONS
------------------------------------------------------------------------------------------------------------------------------
5A2405P04 128K Memory Chip 1 38 24 23
5A2405P03 2D Bar Code Option 1 224 142 134
5A2405P07 Clock Chip 1 24 15 14
5A2405P11 Cutter Catch Tray 1 102 65 61
5A2405P06 Keyboard Display 1 242 153 145
------------------------------------------------------------------------------------------------------------------------------
Technician Installable
------------------------------------------------------------------------------------------------------------------------------
5A2405P47T Flash Memory 512 K 1 43 27 26
5A2405P10T Cutter 1 854 541 512
------------------------------------------------------------------------------------------------------------------------------
Factory Installed
------------------------------------------------------------------------------------------------------------------------------
0X0000X00 Flash Memory 512 K 1 43 27 26
5A2405G10 Cutter 1 854 541 512
------------------------------------------------------------------------------------------------------------------------------
SOFTWARE
------------------------------------------------------------------------------------------------------------------------------
0X0000X00 Create-A-Label 3 (DOS) - ALL 1 317 201 190
5A2405P101 LabelView Basic 1 263 167 158
5A2405P102 LabelView Pro 1 532 337 319
5A2405P103 LabelView Gold 1 1.069 677 641
5A2405P104 LabelView Pro Run Time 1 263 167 158
5A2405P105 LabelView Gold Run Time 1 532 337 319
5A2405P203 LabelView Gold Network 3 User 1 2.132 1.350 1.279
5A2405P205 LabelView Gold Network 5 User 1 3.196 2.023 1.916
5A2405P210 LabelView Gold Network 10 User 1 5.855 3.706 3.513
5A2405P225 LabelView Gold Network 25 User 1 13.831 8.755 8.299
5A2405P250 LabelView Gold Network 50 User 1 27.257 17.254 16.354
------------------------------------------------------------------------------------------------------------------------------
SUPPLIES
------------------------------------------------------------------------------------------------------------------------------
105902-091 Print head Assy 4" 6442 1 248 196,07 185,85
105902-012 Print head Assy 4" 6441 1 424 335,76 318,26
5A6115P01 Demo and sample kit 1 39 24,03 22,78
800011-101 Wax/Resin, 360 m length, 33 mm width 12 18 10,86 10,29
800005-103 Resin, 360 m length, 83 mm width 12 68 41,60 39,43
800005-104 Resin, 360 m length, 110 mm width 12 90 55,12 52,25
800010-104 Wax, 362 m length, 110 mm width 12 41 25,00 23,70
------------------------------------------------------------------------------------------------------------------------------
PRICE LIST JULY 2000
GENICOM 3800/3900 SERIAL IMPACT MATRIX PRINTERS
[GRAPHIC]
English:
600 & 900 CPS
27,000 & 35,000 pages per Month
15 Million Character Ribbon
Choice of 3 Cabinets
Two Tractor Feeds (Except 38/3910 models)
Baroodes & Oversize characters
Optional IBM SCS & IPDS interface
Optional IGP/OMS
Zero Tear
700 Million Char Printhead
Yough Industrial Rated Printer
-----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser 2 Tier 1 Tier
EURO list Dist Partner
-----------------------------------------------------------------------------------------------------------------------------
PRINTERS: 3800 Series ASCII Models
-----------------------------------------------------------------------------------------------------------------------------
3S3870AAD82D3 3870 900 CPS 18 Wire Dual Path, Auto Gap 9 3.392 1.865 1.959
3S3841AAA132C3 3810S 600 CPS, 18 wire, Manual Gap adjust, Single Path 9 2.568 1.412 1.483
3S3841AAA212C3 3812 600 CPS, 18 wire, Manual Gap adjust, Single Path,
IGP/0MS 9 3.299 1.814 1.905
3S3841AAA022C4 3840EP 600 CPS, 18 wire, Auto Gap adjust, Dual Path 9 3.025 1.664 1.747
3S3841AAA022C7 3840EM 600 CPS, 18 wire, Manual Gap adjust, Dual Path 9 3.025 1.664 1.747
3S3841AAA222C3 3842 600 CPS, 18 wire, Auto Gap adjust, Dual Path, IGP/0MS 9 3.758 2.067 2.170
-----------------------------------------------------------------------------------------------------------------------------
PRINTERS: 3900 series IBM Connectivity Models
-----------------------------------------------------------------------------------------------------------------------------
3S3972AAD82D1 3972 900 CPS 18 wire IGP/0MS/SCS Auto Gap Dual Path CX/TX 9 4.551 2.503 2.629
3S3972AAD82D1 3974 900 CPS 18 wire IPDS, Auto Gap Dual Path CX/TX 9 5.306 2.918 3,064
3S3841AAA152C2 3910IS 600 CPS, 18 wire, manual gap adjust, Single Path,
TX/CX 9 3.632 1.997 2.097
3S3841AAA122C7 3940IP 600 CPS, 18 wire, Auto Gap adjust, Dual Path, TX/CX 9 4.129 2.271 2.384
-----------------------------------------------------------------------------------------------------------------------------
OPTIONS
-----------------------------------------------------------------------------------------------------------------------------
0X0000X00 Universal Pedestal 1 214 118 123
3A1213B05 Paper Catch Tray for Universal Pedestal 1 54 30 31
3A1213B06 Forms Rack 1 60 33 34
3A0113B01 Output Paper Rack 1 115 63 66
3A0120B01 Paper Basket 1 29 16 17
3A0279B05 RS422 Interface Kit 1 850 468 491
399 European printer stand 1 460 253 266
SSH-8000 Quietized printer cabinet 1 2.010 1.106 1.161
3B1433B01 Paper Shear Kit for 3870 1 479 263 277
3A0123BO4 Catch tray for Paper Sheet Kit-3870 1 68 38 39
3B1433B02 Paper Shear Kit with catch tray for 3870 1 543 299 314
3A1645B01 Paper Shear Cutter refurb kit for 3870 1 149 82 86
-----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
-----------------------------------------------------------------------------------------------------------------------------
3A0100B02 Black Fabric 15 Million Characters 3810/3840 & 3910/3940 only 12 42 24,24 25,67
3A0100B03 Black Fabric 15 Million Characters infrared 3810/3840 &
3910/3940 only 12 57 34,10 35,98
3A1600B01 Black Fabric 15 Million Characters 3870/3972/3974 only 12 42 24,24 25,57
-----------------------------------------------------------------------------------------------------------------------------
WARRANTY
-----------------------------------------------------------------------------------------------------------------------------
TBA
-----------------------------------------------------------------------------------------------------------------------------
PRICE LIST JULY 2000
GENICOM 5000 SHUTTLE MATRIX PRINTERS
[GRAPHIC]
English:
500/1000/1800 Lines Per Minute
up to 300,000 pages per Month
50, 75 Million; 125 Million Char Ribbon
Choice of 3 Cabinets
Optional LAN interfaces
Barcodes & Oversize Characters
Optional IBM SCS & IPDS interface
Standard IGP/0MS
Frictionless Shuttle Drive
Lifetime Warranty on Shuttle & Striker Bar
------------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser 2 Tier 1 Tier
EURO list Dist Partner
------------------------------------------------------------------------------------------------------------------------------
PRINTERS: 5000 Series 500lpm, 1000pm & 1800 lpm
------------------------------------------------------------------------------------------------------------------------------
3S5050BD0000A0 5050 500 LPM Top Only (requires a base) 1 5.456 3.001 3.151
3S5050CD0000A0 5050 500 LPM 55dBa Cabinet 1 6.392 3.516 3.691
3S5050DD0000A0 5050 500 LPM Quiet Cabinet 50dBa 1 7.591 4.175 4.384
3S5100BD0000A0 5100 1000 LPM Top Only (requires a base) 1 7.792 4.286 4.500
3S5100CD0000A0 5400 1000 LPM Cabinet 55dBa 1 8.732 4.802 5.043
3S5100DD0000A0 5100 1000 LPM Quiet Cabinet 50dBa 1 9.257 5.091 5.346
3S5100CDF000A0 5100FS 1000 LPM Zero Tear 55dBa Cabinet 1 9.601 5.281 5.545
3S5180CD0000A0 5180 1800 LPM 55dBa Cabinet 1 11.889 6.539 6.886
3S5180DD0000A0 5180 1800 LPM 55dBa Cabinet 12.324 8.778 7.117
------------------------------------------------------------------------------------------------------------------------------
OPTIONS: Pedestals & Cabinet
------------------------------------------------------------------------------------------------------------------------------
0X0000X00 Open Pedestal 1 228 126 132
499 Enclosed Cabinet (Flat Packed) 1 875 481 505
------------------------------------------------------------------------------------------------------------------------------
Interface & Graphic Options
------------------------------------------------------------------------------------------------------------------------------
4A2279B01 Legacy Parallel Kit using the LCTX/1 board. 1 204 112 118
44A516160-B01 10 Base T/10 base 2 Ethernet 1 575 316 332
962510-030 10/100 Base T Ethernet (Replaces 44A516162-B01) 1 516 284 298
44A516161-B01 Token Ring 1 501 495 520
4A2447B01 5050/5100 Tx/Cx SCS Kit 1 735 404 424
0X0000X00 5050/5100 Tx/Cx IPDS Kit 1 1.695 932 979
4A2457B01 5100 FS Zero Tear Tx/Cx SCS Kit 1 735 404 424
4A2458B01 5100 FS Zero Tear Tx/Cx IPDS Kit 1 1.695 932 979
4A2449B01 5180 Tx/Cx SCS Kit 1 735 404 424
4A2450B01 5180 Tx/Cx IPDS Kit 1 1.695 932 979
4A2281B01 Data Products Short Lines using the DPSL/1 board. 1 291 160 168
4A2282B01 Data Products Long Lines using the DPLL/1 board 1 350 193 202
------------------------------------------------------------------------------------------------------------------------------
SUPPLIES 5050/5100
------------------------------------------------------------------------------------------------------------------------------
4A0040B02 Black Fabric Cartridge - 50 million Characters 6 36 20,74 21,88
4A0040B05 Black Fabric Cartridge With Re - inker - 75 million Characters 6 47 27,47 28,98
------------------------------------------------------------------------------------------------------------------------------
SUPPLIES 5180
------------------------------------------------------------------------------------------------------------------------------
44A509160-G02 Black Fabric Cartridge Long life 125 Million Chars With
Xxxxxxx 6 103 63,29 66,77
44A509160-G03 Black fabric cartridge 50 Million Chars 6 93 54,40 57,39
44A509160-G04 Black Fabric Cartridge OCR/IR Readable With Xxxxxxx 50
Million Chars 6 110 72,55 76,54
------------------------------------------------------------------------------------------------------------------------------
WARRANTY
------------------------------------------------------------------------------------------------------------------------------
TBA
------------------------------------------------------------------------------------------------------------------------------
PRICE LIST JULY 2000
GENICOM 3400/3500 SERIAL IMPACT MATRIX PRINTERS
[GRAPHIC]
English:
400 & 700 CPS
15,000 & 25000 pages per Month
15 Million Character Ribbon
Choice of 2 stands
Two Tractor Feeds (2nd tracter Optional)
Barcodes & Oversize Characters
Optional IBM SCS & IPDS interface
Optional Cut Sheet Feeder
Zero Tear
110 Volt Models Available on Request
-----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser 2 Tier 1 Tier
EURO list Dist Partner
-----------------------------------------------------------------------------------------------------------------------------
PRINTERS
-----------------------------------------------------------------------------------------------------------------------------
3P3462A3 3460 400 cps,9-wire, Dual Path, Parallel Serial 4 1.665 916 962
3P3472A3 3470-18 700 cps, 18-wire, Dual Path, Parallel Serial 4 2.722 1.497 1.572
3P3482A4 3480 Plus 450 cps,24-wire, Dual Path, Parallel Serial 4 1.643 904 949
3P3422A1 3470-24 700 cps,24-wire, Dual Path, Parallel Serial 4 2.822 1.552 1.530
-----------------------------------------------------------------------------------------------------------------------------
PRINTERS: 3500 series IBM Connectivity Models
-----------------------------------------------------------------------------------------------------------------------------
3P3562A3 3550 400 cps, 9-wire, Dual Path SCS CX/TX 4 2.186 1.202 1.263
3P3572A3 3570 700 cps, 18-wire, Dual Path SCS CX/TX 4 3.265 1.796 1.886
3P3582A4 3580 450 cps, 24-wire SCS, Dual Path CX/TX 4 2.270 1.248 1.311
3P3566A3 3564 400 cps, 9-wire, Dual Path IPDS CX/TX 4 3.098 1.704 1.789
3P3576A3 3574 700 cps, 18-wire, Dual Path IPDS CX/TX 4 3.796 2.088 2.192
-----------------------------------------------------------------------------------------------------------------------------
OPTIONS: 34xx & 35xx
-----------------------------------------------------------------------------------------------------------------------------
1A3003B01 ASF- 1 Bin with Stacker 1 540 297 312
1A3003B02 ASF-Extension Bin Module 1 307 169 177
1A3003B03 Tractor (3460/3480) 1 177 97 102
1A3003B08 Tractor (3470) 1 214 118 124
1A3003B04 Color Kit (Ribbon not included) 1 112 62 65
1A3003B05 Tilt Style Pedestal 1 705 388 407
0X0000X00 Non-Tilt Pedestal 1 590 325 341
0X0000X00 Universal Pedestal 1 214 118 123
3A1213B05 Paper Catch Tray for Universal Pedestal 1 54 30 31
3A1213B06 Forms Rack 1 60 33 34
-----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
-----------------------------------------------------------------------------------------------------------------------------
1A3000B01 Black Fabric Cartridge 9 Million Chars 34/3560/80 only 3 32 24,50 25,85
0X0000X00 Yellow/Red/Cyan/Black 2mil chars per col. All 34/35XX with
col. opt. 3 65 37,43 39,49
1A3000B03 Fabric Red/Black 2mil. Red/6 mil. Black. All 34/45XX with
col. opt. 3 76 44,05 39,49
1A3000B04 Black 20 m Chars For 3470 3 49 24,50 25,85
-----------------------------------------------------------------------------------------------------------------------------
WARRANTY
-----------------------------------------------------------------------------------------------------------------------------
TBA
-----------------------------------------------------------------------------------------------------------------------------
PRICE LIST JULY 2000
GENICOM GENI - LINK IBM & LAN PRINT SERVERS
[GRAPHIC]
English:
o Simple To Install
o Full Genicom Support
o Connections To all Major Systems
o Qualified for use with Genicom Printers
o Feature Rich
----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser 2 Tier 1 Tier
EURO list Dist Partner
----------------------------------------------------------------------------------------------------------------------------
LAN PRINTERS SERVERS
----------------------------------------------------------------------------------------------------------------------------
00-000-000 X000 00XxxxX Xxxxxxxx Print Server Printer Powered
- Single Printer Support 1 390 215 225
00-000-000 X000 00XxxxX Xxxxxxxx Print Server 220V
- Single Printer Support 1 390 215 225
00-000-000 M206 00Xxxx0 Xxxxxxxx Print Server Printer Powered
- Single Printer 1 567 312 328
00-000-000 M206 00Xxxx0 Xxxxxxxx Print Server 220V
- Single Printer Support 1 590 325 341
00-000-000 M202+ 00XxxxX Xxxxxxxx Print Server 220V
- Four Printer Support 1 917 505 530
00-000-000 M202+/A 10BaseT/10Base5 Ethernet Print Server 220V
- Four Printer Support 1 917 505 530
00-000-000 M202+/F 10BaseT/FL Fiber Link PRT Server 220V
- Four Printer Support 1 917 505 530
00-000-000 M202+/B 10BaseT/10Base2 PRT SERVER 200V
- Four Printer Support 1 1.005 553 580
IC11-Tokenpocket Token Ring Pocket Server for UTP 1 657 362 380
----------------------------------------------------------------------------------------------------------------------------
WARRANTY
----------------------------------------------------------------------------------------------------------------------------
TBA
----------------------------------------------------------------------------------------------------------------------------
PRICE LIST JULY 2000
GENICOM 960e/965e SERIAL IMPACT MATRIX PRINTERS
[GRAPHIC]
English:
432 CPS, 24 Wire
5,000 pages per Month
3 Million Character Ribbon
Barcodes & Oversize Characters
Zero Tear
-----------------------------------------------------------------------------------------------------------------------------
Partnumber Description Currency Qty1 Enduser 2 Tier 1 Tier
EURO list Dist Partner
-----------------------------------------------------------------------------------------------------------------------------
PRINTERS
-----------------------------------------------------------------------------------------------------------------------------
3P0960AB000B1 960e printer - 24 wire, 80 col, 432 cps Parallel 220V 28 680 442 464
3P0965AB000B1 965e printer - 24 wire, 136 col, 432 cps Parallel 220V 28 872 567 595
-----------------------------------------------------------------------------------------------------------------------------
OPTIONS
-----------------------------------------------------------------------------------------------------------------------------
1A0640B01 Colour Option 1 123 68 71
1A0639B01 RS232 Serial Interface Option 1 33 18 16
-----------------------------------------------------------------------------------------------------------------------------
SUPPLIES
-----------------------------------------------------------------------------------------------------------------------------
1A0611B01 Black Ribbon Cartridge 3 Million Characters 6 10 7,92 8,36
1A0612B01 Colour Ribbon Cartridge 0.2 M Chars/Colour 6 29 21,65 22,84
-----------------------------------------------------------------------------------------------------------------------------
WARRANTY
-----------------------------------------------------------------------------------------------------------------------------
TBA
-----------------------------------------------------------------------------------------------------------------------------
Exhibit 6
List of Subcontractors appointed by VSM
o ITALY
o ADRIASERVICE TEL 000 0000000 Puglie
Xxx Xxxxxxxx, 00/X FAX 000 0000000
70124 BARI
o DATA MAINT TEL/FAX 000 000 000 Sardegna
Xxx Xxxxx xxxxx Xxxxxxxxx, 0
00000 XXXXXXXXX (XX)
o SICILSAT TEL/FAX 000 0000000 Sicilia/Calabria
Xxx Xxx Xxxxx, 00/X
00000 XXXXXXX (XX)
o FRANCE
o UK/IRELAND
[LOGO OF GENICOM]
--------------------------------------------------------------------------------
SPARES PRICE BOOK June 2000
--------------------------------------------------------------------------------
GENICOM Belgium N.V. GENICOM
Airport Business Center Xxxxxxxxxx 0x
Xxxxxxxx 00 0000 BC_'s HERTOGENBOSCH
1831 MACHELEN The Netherlands
BELGIUM Tel: 000-0000000
Tel: x00 00000000 Fax: 000-0000000
Fax: x00 00000000
GENICOM International GENICOM Espania
Xxxxxxxxx Mall c/o Linea Directa
Southwood Xxxxx xx xx Xxxxxx 00X (Aravaca)
FARNBOROUGH 28023 Xxxxxx
XXXXXXXXX XX000XX XXXXX
GREAT BRITAIN Tel: x00 000000000
Tel: x00 0000000000 Fax: x00 000000000
Fax: x00 0000000000
GENICOM Spa
GENICOM X.X. Xxxxx X. Xxxxxxx, 0 Xxxxx X,
XXX des Gatines 20143 Xxxxxx
00, xx. Xx Xxxxxxxxxx XXXXXX
00000 SAVIGNY SURORGE-CEDEX Tel: x000 0000000
FRANCE Fax: x000 00000000
Tel: x00 000000000
Fax: x00 000000000
GENICOM Africa
GENICOM GmbH c/o Geniprint (PTY)Ltd.
Xxxxxxxxxxxxxxxxx 00 Xxxx 00X Xxxxxxx Xxxxxxxx
00000 HALLBERGMOOS Kyalami Business Xxxx/XX Xxx 0000,
XXXXXXX 0000 Bryansion
Tel: x00 000-00000 South Africa
Fax: x00 000-00000 Tel: x00 00 0000000
Fax: x00 00 0000000
AGREEMENT
This AGREEMENT is entered into this day of October 31, 2000 in Milan, by and
between
Genicom S.p.A., a company duly incorporated and existing under the laws of
Italy, with registered offices in Milano, Xxx Xxxxxxx, 0 and local unit in
Milano, Via Xxxxxxx 7, tax no. 03787000151, filed in the Registry of Companies
of Milano at no. 23363, duly represented by Mr. Aldo Fringuellino, duly
authorized by resolution of the shareholders' meeting dated September 7, 2000,
- hereinafter referred to as the -Seller-
SIS S.r.l., a company duly incorporated and existing under the laws of Italy,
with registered offices in Xxxxxxxx Xxx Xxxxxxxx (XX), Xxx Xxxxxxxxx 0,
corporate capital Lit 200,000,000, filed in the Registry of Companies of Milan
at no. 000-000000, tax no. 08964770153, duly represented by Mr. Ing. Xxxxxxx
Xxxxxxxx, duly authorized by resolution of the Board of Directors dated October
26, 2000,
- hereinafter referred to as the -Buyer-
both the Buyer and the Seller hereinafter collectively referred to as the
"Parties"
WHEREAS
I - On October 6, 2000, Finmek Holding N.V. ("Finmek") and its controlled
companies, Genicom S.A., Genicom SpA and Genicom Ltd, on the one side, and
Vertex Support and Maintenance, a division of Vertex Interactive Inc.
("Vertex"), and SIS SRL, on the other side, entered into an agreement (the
"Framework Agreement") for the transfer of the Genicom Service and
Maintenance Businesses as therein defined from Finmek and its subsidiaries
to Vertex and SIS SRL;
II - The Framework Agreement provides inter alia that Genicom SpA transfers its
Service and Maintenance business as hereinafter indicated to SIS SRL
through this Implementation Agreement;
III -This Implementation Agreement is one of the Implementation Agreements
provided for in the Framework Agreement and shall be considered as
execution of specific obligations contained in the Framework Agreement;
IV - The Seller is the owner of the service and maintenance business
(hereinafter referred to as the "Going Concern"), consisting of the
following:
a) field maintenance services rendered on the basis of short (1 year) and
long time agreements (2-3 years);
b) "time and material" calls;
c) maintenance warranties on the products sold by the Seller;
d) deposit for repairing activity;
e) commercial activities in order to promote the above-mentioned
activities as well as any
Page 1
obligation and liability associated with the above-mentioned
activities, and constituted by the assets equipment, employees,
contracts, goodwill as indicated in this contract.
V- The Seller envisages undertaking to sell to the Buyer, who envisages to
undertake, to accept and to purchase the Going Concern.
Now therefore, in consideration of the mutual promises and covenants and
upon the terms and subject to the conditions hereinafter set forth, the
Parties hereto agree as follows:
1. Recitals and Attachments
Recitals and Attachments constitute a substantial part of this agreement
(hereinafter the "Agreement"). Terms in capital letters shall have the meaning
of the same terms contained in the Framework Agreement, unless otherwise
provided herein.
2. Preliminary undertaking for the sale of the Going Concern
2.1. By signing this contract the Seller undertakes to sell to the Buyer and the
Buyer undertakes to purchase from the Seller, the full and exclusive
ownership of the Going Concern of the Seller, constituted by the following
items (hereinafter referred to as the "Purchased Assets"):
o the Equipment as detailed in exhibit 1;
o the Expensed Assets being the laptop computers, software, printers, mobile
phones, pagers, calculators and documents used by the employees of Seller
whose employment agreement is transferred to Buyer to and detailed in
exhibit 2;
o the Inventory being all items used in the conduct of the business of the
Going Concern, including, without limitation, raw materials, spare parts,
finished goods, supplies and packaging materials as detailed in exhibit 3;
o Employees. Any employees devoted to the activity of the Going Concern as
listed in exhibit 4 and the relating obligations, accounts and accruals
relating to the period prior to the Effectiveness Date as hereinafter
defined, including but not limited to, accruals for the thirteen and
fourteenth monthly salary, compensation for vacation accrued but not
enjoyed, accrual for social security contribution and severance indemnity,
prorata of deferred wages (hereinafter defined as the "Accruals").
Seller shall transfer to the Buyer the debt for the Accruals accrued at the
Effectiveness Date in the favour of the employees devoted do the Going
Concern, as resulting from the Purchase Balance Sheet.
Buyer shall assume the exclusive responsibility and obligation to pay such
Accruals;
o the Contracts being all obligations, claims, rights and benefits of Seller
arising after the Effectiveness Date and detailed in exhibit 5;
Buyer undertakes to maintain all the existing obligation of the relevant
agreements concerning the running of the Going Concern.
Seller undertakes to notify the sale to any clients, suppliers or any third
parties, which entered into contracts with the Going Concern as per the
communication listed in exhibit 7;
o the Work in Progress being all works in progress related to the "time and
materials" activities or to the repair activities not invoiced to the
clients at the Effectiveness Date;
o the Books and Records: all relevant files, records, documents, catalogues
and whatever else may be pertaining to the Going Concern;
o the know-how and goodwill held in the Going Concern.
Page 2
The goodwill of the Going Concern is listed in the Purchase Balance Sheet
attached hereto, it being understood and agreed by the Parties that in the
event of a rectification of this amount by the Tax Office, such different
value will have no impact on the final purchase price as determined by the
Parties.
2.2. Excluded assets
The sale does not include credits or debts relating to the Going Concern,
which are not expressly listed in this agreement, including also the
following assets and activities:
o the development and distribution businesses of Seller;
o the account receivables related to the Going Concern issued as of the
Effectiveness Date;
o right, title or interest in or to (i) the intellectual property rights
contained in Genicom products, (ii) the trademarks, copyrights, patents or
trade secrets of Seller or (iii) the name Genicom,
o cash or cash equivalent;
o contracts of insurance;
o real properties;
o Seller corporate seal, minute books, charter documents, corporate stock
records books and such other books and records.
2.3. Official deed
The Parties agree to pass the official sale deed of the Going Concern on
the Effectiveness Date as hereinafter defined in front of a notary chosen
by the Parties, being it understood that such official deed shall merely
reflect the covenants hereof of the Parties in relation to the transfer of
the Going Concern, without any amendments being added thereto.
2.4. Appointment of a third party
Within forty-five days from the Date of Effectiveness, Buyer shall have the
right to appoint a third party, an affiliated company of the Vertex Group,
which shall acquire the rights and obligations arising from this Agreement.
3. Assignment of contracts
Nothing in this Agreement will constitute an assignment or require an assignment
of any Contract to be assigned that is not capable of being assigned without the
consent, approval or waiver of a third person or entity. Seller will not be
obligated to assign to Buyer any of its rights and obligations in and to any of
the non assignable contracts without having obtained all necessary consents,
approvals and waivers necessary for such assignment. Seller will however use its
best efforts to obtain all such consents, approvals and waivers. Seller shall
notify the sale of the Going Concern to any client, supplier or third party
which entered into contracts. Buyer will cooperate with Seller in these efforts.
None of the Buyer or Seller will be required to incur any liability or to pay
any consideration in connection with a non assignable contract; provided,
however, that if the Seller is unable to assign a non assignable contract, upon
the request of Buyer, Seller shall perform all of the obligations under the
contract and Buyer shall be entitled to receive all payments made under such
contract less the expenses incurred by Seller in the performance thereof.
Page 3
4. Price and payment
The Parties agree that the price for the sale of the Going Concern is mutually
determined in the amount of US$700,000, as determined accordingly to the
results of the Purchase Balance Sheet as listed in exhibit 6.
The Parties agree that the purchase price will be paid as fol1ows:
o US$560,000 through hand-delivery of a check as of the Effectiveness Date
[i.e. 31st October, 2000];
o US$140,000 as of the Effectiveness Date to be paid into the Escrow Account
provided for under Article 2.3 of the Framework Agreement.
5. Effectiveness Date
The Parties acknowledge and agree that the transfer of the Going Concern shall
be effective on October 31, 2000 (hereinafter referred to as "Effectiveness
Date").
6. Information to the Trade Unions
The Parties acknowledge that the information procedure to the Trade Unions
according to art.47 of law 428/90 will be duly performed by the Parties, as per
the minutes listed in exhibit 4.
7. Representations and Warranties of the Seller
Seller represents and warrants as follows, and acknowledges that Buyer relies on
the following representations and warranties and that the same are true and
correct in all respect as of the Date of the Due Diligence and as of the Date of
Effectiveness.
7.1. Organization. Seller is a corporation duly organized, validly existing,
duly qualified and in good standing under its applicable laws and has
corporate power and authority to own its assets and carry on its business
as it is presently being conducted.
7.2. Authority Relative to this Agreement. Seller has corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by
Seller of this Agreement and the consummation by it of the transactions
contemplated hereby and thereby, have been duly authorized by the
shareholders' meeting and no other corporate proceedings are necessary with
respect thereto.
7.3. No violation. The execution by Seller of this Agreement does not, and the
consummation of the transactions contemplated hereby and thereby, will not
(i) violate or result in a breach of any provision of the certificate of
incorporation or bylaws, (ii) result in a default, or give rise to any
right of termination, modification or acceleration, or the imposition of an
encumbrance on any of the assets of the Going Concern, under the terms or
provisions of any agreement or other instrument or obligation to which
Seller is a party or by which Seller may be bound, or (iii) violate any law
or regulation, or any judgement, order or decree of any court, governmental
body, commission, agency or arbitrator applicable to the Seller.
7.4. Consents and Approvals. There is no requirement applicable to Seller to
make any filing with, or to obtain any consent or approval from any person,
as a condition to the
Page 4
consummation of the transactions contemplated by this Agreement, except
what is specified in this Agreement.
7.5. Sufficiency of Purchased Assets. The purchased assets include all of the
assets of Seller used by Seller in the conduct of the Going Concern as it
is conducted.
7.6. Encumbrances. All purchased assets are free and clear of all encumbrances.
7.7. Absence of undisclosed liabilities. Seller declares that since the Date of
the Due Diligence it has not incurred any liabilities or obligations which
are not reflected in the Seller's financial statements and which have or
can be expected to have a material adverse effect on Purchased Assets.
7.8. Litigation. There is no action, suit or proceeding to which any of the
Seller is a party (either as a plaintiff or as a defendant) pending or
threatened (by means of formal notice letter or information) before any
court or governmental agency, authority, body or arbitrator which has or
can be expected to have a material adverse effect on the purchased assets.
Neither the Seller nor any officer, director or employee of the Seller has
been permanent or temporarily enjoined by any order, judgement or decree of
any court or governmental agency, authority or body from engaging in or
continuing any conduct or practice in connection with the purchased assets.
There are no orders, judgements or decrees of any court, tribunal or
authority in existence on the date hereof enjoining or requiring the Seller
to take any action of any kind with respect to the Purchased Assets.
7.9. No brokers. The Seller has not incurred any liability for any brokerage,
finder's or similar fees or commissions in connection with the transactions
contemplated hereby.
0.00.Xxxxxxxxx. The Seller and its premises are and have been fully covered
against damage, injury, third party loss and any other risks and
liabilities normally covered by insurance. All such insurance policies are
in full force and effect and are not void or voidable and will be
maintained at least until the Effectiveness Date. There are no claims with
respect to the purchased assets outstanding under any insurance policy.
7.11.Contracts and Commitments. The Seller represent and warrant that, with
reference to the Purchased Assets, it is not a party to any oral or written
and unperformed: (i) employment contract (including contracts with
independent contractors or consultants) or (ii) contract with any labor
union or other organization representing its managers or employees;
7.12.Compliance with law. The Seller has carried on its business in accordance
with applicable laws and regulations, particularly those relating to
company law, accountancy, tax, social security, employment law, competition
law, price and payment control, products and services, environment, health
and safety which would have a material adverse affect on the Purchased
Assets.
7.13.Absence of certain changes or events. Since the Date of the Due Diligence,
the Seller has not (i) entered into any transaction which is not in the
usual and ordinary course of
Page 5
business, (ii) made, or committed to make, any changes in the compensation
payable to any officer, director, employee or agent of the Seller, or any
bonus payment or similar arrangements made to or with any of such officer,
director, employee or agent, except for those ordinarily scheduled in such
period, (iii) received notice of any litigation, warranty claim or products
liability claims, or (iv) made, or committed to make, nor undertaken any
obligation, present or future, to or in respect of its previous or current
company officers, employees or independent contractors relating to their
conditions of employment termination of services, retirement, sickness,
death, disability or insurance.
7.12.Disclosure. The information concerning the Seller set forth in this
Agreement, the Enclosures attached hereto and any documents, statement or
certificate, furnished or to be furnished to the Buyer pursuant hereto,
does not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated herein or therein or
necessary to make the statements and fact contained herein or therein, in
light of the circumstances in which they are made, not false and
misleading.
8. Representations and warranties of the Buyer
Buyer represents and warrants to Seller as of the Effectiveness Date the
following:
8.1. Organization; Qualification. Buyer is a corporation duly organized, validly
existing and in good standing under its applicable law.
8.2. Authority relative to this Agreement. Buyer has corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by
the Buyer of this Agreement and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by the Board of
Directors, and no other corporate proceedings on the part of the Buyer are
necessary with respect thereto. This Agreement has been duly executed and
delivered by Buyer, and this Agreement, when executed and delivered to the
Seller, will constitute, valid and binding obligations of the Buyer.
8.3. No Violation. The execution and delivery by the Buyer of this Agreement
does not, and the consummation of the transactions contemplated hereby and
thereby will not, (i) violate or result in a breach of any provision of the
certificate of incorporation or bylaws of Buyer, (ii) result in a default,
or give rise to any right of termination, modification or acceleration
under the terms, conditions or provisions of any agreement or other
instrument or obligation to which Buyer is a party or by which Buyer may be
bound, or (iii) violate any law or regulation, or judgment, order or decree
of any court, governmental body, commission, agency or arbitrator
applicable to Buyer.
8.4. Consents and Approvals. There is no requirement applicable to Buyer to make
any filing with, or to obtain any consent or approval of any person as a
condition to the consummation of the transactions contemplated by this
Agreement.
Page 6
9. Indemnification.
9.1. Indemnification by Seller. Subject to the limitations contained in this
Article, Seller shall indemnify and hold Buyer harmless from any damage,
loss, liability or expense arising out of:
(i) a breach of any representation or warranty made by Seller in this
Agreement;
(ii) a breach of any agreement of Seller contained in this Agreement; or
(iii)any liability or obligation of Seller not assumed by Buyer.
9.2. Third Party Claims. The obligation of Seller to indemnify Buyer under the
provisions of this Article with respect to claims resulting from the
assertion of liability by those not parties to this Agreement shall be
subject to the following terms and conditions:
(i) Buyer shall give prompt written notice to Seller of any assertion of
liability by a third party which might give rise to a claim for
indemnification, which notice shall state the nature and basis of the
assertion and the amount thereof, to the extent known;
(ii) If any action, suit or proceeding (a "Legal Action") is brought against
Buyer with respect to which Seller may have an obligation to indemnify
Buyer, the Legal Action shall be defended by Seller at its own expenses.
(iii)In any Legal Action initiated by a third party and defended by Seller (a)
Buyer shall have the right to be represented by advisory counsel and
accountants, at its own expense, (b) Seller shall keep Buyer fully informed
as to the status of such Legal Action at all stages thereof, whether or not
Buyer is represented by its own counsel, (c) the Parties shall render to
each other such assistance as may be reasonably required in order to ensure
the proper and adequate defense of the Legal Action.
(iv) In any Legal Action initiated by a third party and defended by Seller,
Seller shall not make settlement of any claim without the written consent
of Buyer, which consent shall not be unreasonably withheld.
9.3. Limitations on Indemnification.
(i) Notwithstanding the foregoing provisions of this Article, Seller shall not
be liable to Buyer under this Article in excess of $300,000 unless and
until the aggregate amount of its liabilities exceeds $10,000 per year,
being it understood that in the event of a payment from the Seller to the
Buyer of a claim of $300,000 the Buyer will not be entitled to any further
amount in relation to additional possible claims under the other
Implementation Agreements.
(ii) All damages to which Buyer may be entitled pursuant to the provisions of
this Article shall be net of any insurance coverage with respect thereto.
9.4. Grossing up. In the event that any payment made under indemnification is
subject to tax in the hands of the Buyer, Seller shall pay to Buyer such
amount as after deduction of tax leaves Buyer with the amount to which it
would have been entitled in the absence of tax liability.
9.5. Survival; Investigation. The obligations of Seller contained in this
Article shall terminate at the second anniversary of the Effectiveness
Date, without prejudice to the indemnification regime under the Escrow
Account set out by Article 2.3 of the Framework Agreement.
Page 7
10. Non-competition Agreement
For a period of two (2) years following the Effectiveness Date, Seller will not
directly or indirectly render maintenance services on Genicom's products
competitive with those rendered by the Going Concern in the territory of Italy.
Seller agrees that the restrictions contained in this Article are necessary to
protect the legitimate continuing interests of the Buyer.
The parties acknowledge that the compensation for the provisions set forth in
Article have already been taken into account in the determination of the Price,
as agreed upon.
Notwithstanding this obligation, Seller will have the right to continue to sell
the services in box of SIAB services.
11. General provisions
11.1.Notices. All amendments to this Agreement, notices and other communications
given hereunder shall be in writing. Notices shall be effective when sent
to the parties at the addresses or numbers listed below, as follows: (i) on
the business day delivered (or the next business day following delivery if
not delivered on a business day) if sent by a local or long distance
courier, prepaid telegram, telefax or other facsimile means, or (ii) three
days after mailing if mailed by registered or certified mail, postage
prepaid and return receipt requested.
If to Seller to: If to Buyer to:
GENICOM SPA SIS SRL
Via Puccini, 1 Xxx Xxxxxxxxx, 0
00000 Xxxxxx Xxxxxxxx Xxx Xxxxxxxx (XX)
Any Party may change the address or number to which notices are to be delivered
to him, her or it by giving the other Party named above notice of the change in
the manner set forth above.
11.2.Arbitration. Any dispute, controversy or claim arising out of or relating
to this Agreement, or the breach, termination or invalidity thereof, shall
be finally settled by arbitration in accordance with the rules of
arbitration of the London Chamber of International Arbitration, by one or
more arbitrators appointed in accordance with the said Rules. The place of
arbitration shall be London. The language to be used in the arbitral
proceedings shall be English.
11.3.Governing law. This Agreement shall be governed in all respects by the
laws of Italy without regard to its choice of law rules.
11.4.Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
11.5 Counterparts. This Agreement may be executed in four or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
11.6.Severability. Should any provision of this Agreement be or become invalid
or non enforceable in whole or in part, then the validity of the remaining
provisions of this
Page 8
Agreement shall not be affected thereby. The Parties undertake to
substitute for any such invalid or non enforceable provision, a provision
which corresponds to the spirit and purpose of such invalid, or non
enforceable provision as far as permitted under the applicable law and with
a view to the economic purpose of this Agreement.
11.7. Miscellaneous. Subject to Article 11.8 hereof, this Agreement (i)
constitutes the entire agreement and supersedes all other prior agreements
and understandings, both written and oral, between the Parties with
respect to the subject matter hereof; (ii) is not intended to and shall
not confer upon any person, other than the Parties hereto, any rights or
remedies; and (iii) shall not be assigned by operation of law or
otherwise.
11.8 Provisions of the Implementation Agreement Unless expressly provided for
otherwise in this Implementation Agreement, the provisions of the
Framework Agreement shall apply to the transactions contemplated herein to
the extent they are applicable to this Implementation Agreement.
Aldo Fringuellino X. Xxxxxxxx
------------------------------- -------------------------------
By: Genicom S.p.A. By: SIS S.r.l
Name Printed: Aldo Fringuellino Name Printed: X. Xxxxxxxx
Title: Director Title: Managing Director
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the date first above written.
Xxxxxxx Xxxxxxxxxx
-------------------------------
By: SIS S.r.l
Xxxxxxx Xxxxxxxxxx
Director
Page 9
Exhibit:
1) Equipment;
2) Expensed assets;
3) Inventory;
4) Employees list, data and letters;
5) Contracts;
6) Purchase balance sheet;
7) Letters of notification of the sale of the Going Concern.
Page 10
================================================================================
ASSET SALE AND PURCHASE AGREEMENT
================================================================================
This ASSET SALE AND PURCHASE AGREEMENT, ("Agreement") is made and entered into
on October 31, 2000, by and between Genicom Ltd., a corporation registered in
and in accordance with the laws of England and Wales under no. 1235361, with
registered offices in England, at Xxxxxxxxxxx, Xxxxxxxxx XX00 ONR, Xxxxxxxxx
Mall, Southwood (hereinafter referred to as "Seller") and Portable Software
Solutions (Maintenance) Limited registered in and in accordance with the laws of
England and Wales under number 2852417 with registered offices at 00 Xxxx
Xxxxxx, Xxxxxx X0X 0XX, or its nominee, (hereinafter referred to as "Buyer").
Each of Seller and Buyer may hereinafter be referred to as a "Party" or,
collectively, as "Parties".
Whereas, on October 6, 2000, Finmek Holding N.V. ("Finmek") and its controlled
companies, Genicom S.A., Genicom SpA and Genicom Ltd., on the one side, and
Vertex Support and Maintenance, a division of Vertex Interactive Inc.
("Vertex"), and SIS SRL, on the other side, entered into an agreement (the
"Framework Agreement") for the transfer of the Service and Maintenance Genicom
Businesses as therein defined from Finmek and its subsidiaries to Vertex and SIS
SRL;
Whereas, the Framework Agreement provides inter alia that Genicom Ltd. transfers
its service and maintenance business as hereinafter indicated to Vertex through
this Implementation Agreement;
Whereas, this Implementation Agreement is one of the Implementation Agreements
provided for in the Framework Agreement and shall be considered as execution of
specific obligations contained in the Framework Agreement;
Now therefore, in consideration of the mutual agreements contained herein, and
intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE I .
SALE AND PURCHASE OF ASSETS
1.1. Sale and Purchase of Assets: On the terms and subject to the conditions
hereof, Seller sells, transfers and assigns to Buyer, and Buyer purchases
and acquires, all of Seller's right, title and interest in the assets of
Seller described in point 1.2., (collectively the "Purchased Assets").
1.2. Purchased Assets: The Purchased Assets represent the service and
maintenance business of Seller ("Genicom Service Business"). The Genicom
Service Business relates to the support and maintenance of printers and
related options, consumables, spares and products that are developed or
distributed by Seller, a list of which existing at the signature date of
this Agreement (the "Signature Date") is attached hereto as exhibit 6 (the
"Products").
Genicom Service Business includes (i) the Genicom Legal Warranty services,
(ii) the Service in Box Services,(iii) the Repair Workshop, (iv) the Spare
Parts Handling and (v) the Time and Materials Calls and, (vi) the
commercial activities related to the promotion of the Genicom Service
Business, as those terms are defined in the service agreement to be entered
into among inter alia Finmek Holdings N.V. and Vertex Support and
Maintenance (the "Service Agreement").
The Purchased Assets include only the following:
o the Equipment as detailed in exhibit 1,
o the Expensed Assets being the laptop computers, software, printers,
mobile phones, pagers, calculators and documents used by the employees
of Seller whose employment agreement is transferred to Buyer and
detailed in exhibit 2,
o the Inventory as detailed in exhibit 3,
o the Contracts being all claims, rights and benefits of Seller arising
after the Effective Date and detailed in exhibit 4,
o the Work in Progress being all works in progress related to the "time
and materials" activities or to the repair activities not invoiced to
the clients at the Effective Date,
o the Books and Records related to the Genicom Service Business,
o the know-how and goodwill relating to the Genicom Service Business.
1.3. Excluded Assets: The Purchased Assets shall in no event include any assets
that are not expressly listed as Purchased Assets and, for the avoidance of
doubt, will not include the following:
o the development and distribution businesses of Seller,
o the accounts receivables related to the Contracts unpaid as of the
Effective Date,
o right, title or interest in or to (i) the intellectual property rights
contained in the Products, (ii) the trademarks, copyrights, patents or
trade secrets of Seller or (iii) the name Genicom,
o cash or cash equivalent,
o contracts of insurance,
o real properties,
o Sellers corporate seal, minute books, charter documents, corporate
stock records books and such other books and records.
1.4. Assignment of contracts: Nothing in this Agreement will constitute an
assignment or require an assignment of any Contract to be assigned that is
not capable of being assigned without the consent, approval or waiver of a
third person or entity ("Non assignable Contracts"). Seller will not be
obligated to assign to Buyer any of its rights and obligations in and to
any of the Non assignable Contracts without having obtained all necessary
consents, approvals and waivers necessary for such assignment. Seller will
however use its best efforts to obtain all such consents, approvals and
waivers. Seller shall notify the sale of the Genicom Service Business to
any client, supplier or third party which entered into Contracts. Buyer
will cooperate with Seller in these efforts. None of Buyer or Seller will
be required to incur any liability or to pay any consideration in
connection with the Non assignable Contracts; provided, however, that if
Seller is unable to assign a Non assignable Contract, upon the request of
Buyer, Seller shall perform all of the obligations under the Contract and
Buyer shall be entitled to receive all payments made under such Contract
less the expenses incurred by Seller in the performance thereof.
1.5. Appointment of a third party: Within forty-five days from the Effective
Date, Buyer shall have the right to appoint a third party, an affiliated
company of the Vertex Group, which shall acquire the rights and obligations
arising from this Agreement.
1.6. Assignment of lease contract: On the Effective Date Seller shall assign the
lease contract of Xxxx X00 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx,
to the Buyer who shall acquire the rights and obligations arising from the
assignment the Seller shall grant a licence to the Buyer to occupy Xxxx X00
Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx. Within six months
following the Effective Date the Seller shall vacate the premises.
ARTICLE II
PURCHASE PRICE
2.1. Purchase Price: In consideration of the conveyance to Buyer of the
Purchased Assets, Buyer delivers to Seller the Purchase Price of 1,400,000
USD.
2.2. Allocation: The Purchase Price will be allocated as follows:
(i) 280,000 USD will be paid to Seller into an escrow as provided in point
2.3. of the Framework Asset Sale and Purchase Agreement and
(ii) 1,120,000 USD will be paid to Seller on the Effective Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as of the date hereof and as of the
Effective Date the following:
3.1. Organization; Qualification. Seller is a corporation duly organized,
validly existing and in good standing under its applicable laws and has
corporate power and authority to own its assets and carry on its business
as it is presently being conducted. Seller is duly qualified and in good
standing to do business in each jurisdiction in which its business makes
such qualification.
3.2. Authority Relative to this Agreement. Seller has corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by
Seller of this Agreement and the consummation by it of the transactions
contemplated hereby and thereby, have been duly authorized by its Board of
Directors, and no other corporate proceedings on the part of Seller is
necessary with respect thereto. This Agreement has been duly executed and
delivered by Seller and this Agreement, when executed and delivered to
Buyer, will constitute valid and binding obligations of Seller.
3.3. No Violation. The execution and delivery by Seller of this Agreement does
not, and the consummation of the transactions contemplated hereby and
thereby, will not (i) violate or result in a breach of any provision of the
certificate of incorporation or bylaws, (ii) result in a default, or give
rise to any right of termination, modification or acceleration, or the
imposition of an encumbrance on any of the Purchased Assets, under the
terms or provisions of any agreement or other instrument or obligation to
which Seller is a party or by which Seller may be bound, or (iii) violate
any law or regulation, or any judgment, order or decree of any court,
governmental body, commission, agency or arbitrator applicable to Seller.
The Seller has not in the twelve months prior to the date of this Agreement
received written notice that the operations of the Genicom Services
Business infringe, or are likely to infringe, any intellectual property
rights held by any third party and have not had any reason to make any
payment to any third party in respect of any such intellectual property
rights.
3.4. Consents and Approvals. There is no requirement applicable to Seller to
make any filing with, or to obtain any consent or approval from any person,
as a condition to the consummation of the transactions contemplated by this
Agreement.
3.5. Sufficiency of Purchased Assets. The Purchased Assets include all of the
assets of Seller used by Seller in the conduct of the Genicom Service
Business as it is presently being conducted.
All items of Equipment are in a state and condition fit for their current
use and in satisfactory working order having regard to their age and use.
3.6. Beneficial Ownership and Encumbrances. All Purchased Assets are free and
clear of all liens, charges, encumbrances and restrictions and are all in
the beneficial ownership of the Seller.
3.7. Absence of undisclosed liabilities. Seller declares that since June 30,
2000 it has not incurred any liabilities or obligations or taken any action
which are not reflected in the Seller's financial statements and which have
or can be expected to have a material adverse effect on Purchased Assets.
3.8. Litigation. There is no action, suit or proceeding to which Seller is a
party (either as a plaintiff or as a defendant) pending or threatened (by
means of formal notice, letter or information) before any court tribunal or
governmental agency, authority, body or arbitrator which has or can be
expected to have a material adverse effect on the Purchased Assets. Neither
Seller nor any officer, director or employee of Seller has been permanently
or temporarily enjoined by any order, judgement or decree of any court or
governmental agency, authority or body from engaging in or continuing any
conduct or practice in connection with the Purchased Assets. There are no
orders, judgements or decrees of any court, tribunal or authority in
existence on the date hereof enjoining or requiring Seller to take any
action of any kind with respect to the Purchased Assets.
3.9. No brokers. Seller has not incurred any liability for any brokerage,
finder's or similar fees or commissions in connection with the transactions
contemplated hereby.
0.00.Xxxxxxxxx. Seller and its premises are and have been fully covered against
damage, injury, third party loss and any other risks and liabilities
normally covered by insurance. All such insurance policies are in full
force and effect and are not void or voidable and will be maintained at
least until the Effective Date. There are no claims with respect to the
Purchased Assets outstanding under any insurance policy.
3.11.Contracts and Commitments. Seller represents and warrants that, with
reference to the Purchased Assets, it is not a party to any oral or written
and unperformed: (i) employment contract (including contracts with
independent contractors or consultants) or (ii) contract with any labour
union or other organisation representing its managers or employees;
3.12.Compliance with law. Seller has carried on its business in accordance with
applicable laws and regulations, particularly those relating to company
law, accountancy, tax, social security, employment law, competition law,
price and payment control, products and services, environment, health and
safety which would have a material adverse affect on the Purchased Assets.
3.13.Absence of certain changes or events. Since June 30, 2000, Seller has not
(i) entered into any transaction which is not in the usual and ordinary
course of business, (ii) made, or committed to make, any changes in the
compensation payable to any officer, director, employee or agent of Seller,
or any bonus payment or similar arrangements made to or with any of such
officer, director, employee or agent, except for those ordinarily scheduled
in
or (iv) made, or committed to make, nor undertaken any obligation, present
or future, to or in respect of its previous or current company officers,
employees or independent contractors relating to their conditions of
employment, termination of services, retirement, sickness, death,
disability or insurance. Seller is not aware of any customer or supplier or
employee of the Genicom Service Business intending to cease being such a
customer or supplier or employee (as the case may be) in whole or in part,
or of any reason why any such event might occur.
3.14.Disclosure. The information concerning Seller set forth in this Agreement,
the Enclosures attached hereto and any documents, statement or certificate,
furnished or to be furnished to the Buyer pursuant hereto, does not and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated herein or therein or necessary to make
the statements and fact contained herein or therein, in light of the
circumstances in which they are made, not false and misleading.
3.15.Rights and claims against employees. The Seller hereby irrevocably waives
all rights and claims which it may have against any employee in respect of
any misrepresentation, inaccuracy or omission in or from any information
given by him to the Seller to enable it to give any of the representations
and warranties given by it under this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the date hereof and as of the
Effective Date the following:
4.1. Organization; Qualification. Buyer is a corporation duly organized, validly
existing and in good standing under its applicable law.
4.2. Authority Relative to this Agreement. Buyer has corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by
Buyer of this Agreement and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by its Board of
Directors, and no other corporate proceedings on the part of Buyer are
necessary with respect thereto. This Agreement has been duly executed and
delivered by Buyer, and this Agreement, when executed and delivered to
Seller, will constitute, valid and binding obligations of Buyer.
4.3. No Violation. The execution and delivery by Buyer of this Agreement does
not, and the consummation of the transactions contemplated hereby and
thereby will not, (i) violate or result in a breach of any provision of the
certificate of incorporation or bylaws of Buyer, (ii) result in a default,
or give rise to any right of termination, modification or acceleration
under the terms, conditions or provisions of any agreement or other
instrument or obligation to which Buyer is a party or by which Buyer may be
bound, or (iii) violate any law or regulation, or judgment, order or decree
of any court, governmental body, commission, agency or arbitrator
applicable to Buyer.
4.4. Consents and Approvals. There is no requirement applicable to Buyer to make
any filing with, or to obtain any consent or approval of any person as a
condition to the consummation of the transactions contemplated by this
Agreement.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1. Conditions to obligation of Parties. The entering into force of this
Agreement is subject to the execution of all Implementation Agreements
provided for in the Framework Agreement.
5.2. Effective Date. The Effective Date of this Agreement will be October 31,
2000.
5.3. Expenses. Except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the Party incurring such costs and
expenses.
5.4. Public Announcements. To the extent compatible with the fact that Buyer is
part of a group including a listed company subject to specific regulations
concerning the information to be granted to its shareholders, the Parties
will consult with each other before issuing any press releases or making
any public statements with respect to this Agreement.
5.5. Non Competition. For a period of two years running from the Effective Date,
Seller undertakes not to directly or indirectly compete with the Genicom
Services Business, or to be interested (other than as the holder of 5%
(five percent) or less of the share capital of a listed or quoted company)
in any person firm or company which does so compete.
For a period of two years running from the Effective Date, Seller
undertakes not to solicit or entice away or endeavour to solicit or entice
away from the Buyer any person employed in the Genicom Services Business in
an executive, technical or sales capacity as at the Effective Date with a
view to inducing that person to leave his employment.
5.6. Value Added Tax Order 1995. The Seller and the Buyer consider that the sale
of the Genicom Services Business is one to which the provisions of
paragraph 5 of the Value Added Tax (Special Provisions) Order 1995
(paragraph 5) applies, and Accordingly that the supply of the Sale Assets
to the Buyer by the Seller under the terms of this Agreement shall not
constitute a taxable supply."
ARTICLE VI
EMPLOYEES AND EMPLOYEE MATTERS
6.1. Transferred Employees. A list of all of the employees of Seller who are
employed in the Genicom Service Business as of the most recent date for
which such information is available is attached as exhibit 5 (the
"Employees"). As of the Effective Date, all Employees will be transferred
on Buyer's payroll and will fully and only be considered as Buyer's
Employees. Seller and Buyer will collaborate in order to assure a strict
compliance of all applicable rules for such transfer such as the
information and/or approval of the Employees and their representatives.
6.2. Liabilities. As of the Effective Date, Buyer will assume any and all
liabilities for the execution of any obligations with respect to the
Employees and will hold Sellers harmless for all possible claims or
requests made by Employees that are inherent to the period following the
Effective Date. Among other things, Sellers will have no liability for the
payment of salaries, bonuses, social contributions, indemnities,
allowances, accruals, vacation pay relating to the employment of the
Employees after the Effective Date. Conversely. Sellers shall retain
exclusive liability for any and all claims relating to the employment
matters that are inherent to the period before the Effective Date, Sellers'
provisions for vacation pay, and any similar accrual will not be
transferred to Buyer and any claims relating thereto (even if relating to
periods prior to the Effective Date) shall be the responsibility of Buyer
ARTICLE VII
INDEMNIFICATION
7.1. Indemnification by Seller. Subject to the limitations contained in this
Article, Seller will indemnify and hold Buyer harmless from any damage,
loss, liability or expense arising out of:
(i) a breach of any representation or warranty made by Seller in this
Agreement;
(ii) a breach of any agreement or undertaking of Seller contained in this
Agreement; or
(iii)any liability or obligation of Seller not assumed by Buyer.
7.2. Third Party Claims. The obligation of Seller to indemnify Buyer under the
provisions of this Article with respect to claims resulting from the
assertion of liability by those not parties to this Agreement shall be
subject to the following terms and conditions:
(i) Buyer shall give prompt written notice to Seller of any assertion of
liability by a third party which might give rise to a claim for
indemnification, which notice shall state the nature and basis of the
assertion and the amount thereof, to the extent known;
(ii) If any action suit or proceeding (a "Legal Action") is brought against
Buyer with respect to which Seller may have an obligation to indemnify
Buyer, the Legal Action shall be defended by Seller.
(iii)In any Legal Action initiated by a third party and defended by Seller
(a) Buyer shall have the right to be represented by advisory counsel and
accountants, at its own expense, (b) Seller shall keep Buyer fully informed
as to the status of such Legal Action at all stages thereof, whether or not
Buyer is represented by its own counsel, and shall take account of and act
in accordance with the reasonable requests and reasonable requirements of
the Buyer with respect to the conduct, compromise or settlement of such
Legal Action, (c) the Parties shall render to each other such assistance as
may be reasonably required in order to ensure the proper and adequate
defense of the Legal Action.
(iv) In any Legal Action initiated by a third party and defended by Seller.
Seller shall not make settlement of any claim without the written consent
of Buyer, which consent shall not be unreasonably withheld.
7.3 Limitations on Indemnification. (i) Notwithstanding the foregoing
provisions of this Article, Seller shall not be liable to Buyer under this
Article in excess of $300,000 unless and until the aggregate amount of its
liabilities exceeds $10,000 per year being it understood that in the event
of a payment from the Seller to the Buyer of a claim of $300,000, the Buyer
will not be entitled to any further amount in relation to additional
possible claims under the other Implementation Agreements.
(ii) All damages to which Buyer may be entitled pursuant to the provisions
of this Article shall be net of any insurance coverage with respect
thereto.
7.4. Grossing up. In the event that any payment made under indemnification is
subject to tax in the hands of the Buyer, Seller shall pay to Buyer such
amount as after deduction of tax leaves Buyer with the amount to which it
would have been entitled in the absence of tax liability.
7.5 Survival; Investigation. The obligations of Seller contained in this
Article shall not terminate until the second anniversary of the entering
into force of the Agreement at which time, they shall lapse, without
prejudice to the indemnification regime under the Escrow Account set out by
Article 2.3 of the Framework Agreement.
ARTICLE VIII
GENERAL PROVISIONS
8.1. Notices. All amendments to this Agreement, notices and other communications
given hereunder shall be in writing. Notices shall be effective when sent
to the parties at the addresses or numbers listed below, as follows: (i) on
the business day delivered (or the next business day following delivery if
not delivered on a business day) if sent by a local or long distance
courier, prepaid telegram, telefax or other facsimile means, or (ii) three
days after mailing if mailed by registered or certified mail, postage
prepaid and return receipt requested.
If to Seller to: If to Buyer to:
Finmek Holdings N.V. VSM Vertex Support and Maintenance
Airport Business Center, Vuurberg 80 00 Xxxxx Xxxxxx, XX Xxx 000
0000 Xxxxxxxx, Xxxxxxx Clifton, New Jersey 07014-0996
Attention: Xxxxx Xxxxxxxx Attention: Xxxx Xxxxxxxx
Telefax No.: x00 0 000 00 00 Telefax No.: x0 000 000 0000
with a copy to: with a copy to:
XxXxxxx Xxxxx Xxxxxxxx, Hemmelrath & Partners
Avenue Xxxxxx 250 bte 64 Xxxxx Xxxxxxx 00
0000 Xxxxxxxx, Xxxxxxx 00000 Xxxxxx, Xxxxx
Attention: Xavier Van der Xxxxxx Attention: Xxxxxxx Xxxxx
Telefax No.:x00 0 000 00 00 Telefax No.: x00 00 00 000 000
Any Party may change the address or number to which notices are to be
delivered to him, her or it by giving the other Party named above notice of
the change in the manner set forth above.
8.2. Arbitration. Any dispute, controversy or claim arising out of or relating
to this Agreement, or the breach, termination or invalidity thereof, shall
be settled by arbitration in accordance with the rules of arbitration of
the London Chamber of International Arbitration by one or more arbitrators
appointed in accordance with the said Rules. The place of arbitration shall
be London. The language to be used in the arbitral proceedings shall be
English.
8.3. Governing Law. This Agreement shall be governed in all respects by the laws
of England and Wales without regard to its choice of law rules.
8.4. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
8.5. Counterparts. This Agreement may be executed in eight or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8.6. Severability. Should any provision of this Agreement be or become invalid
or non enforceable in whole or in part, then the validity of the remaining
provisions of this Agreement shall not be affected thereby. The Parties
undertake to substitute for any such invalid or non enforceable provision,
a provision which corresponds to the spirit and purpose of such invalid, or
non enforceable provision as far as permitted under the applicable law and
with a view to the economic purpose of this Agreement.
8.7. Further assurance. Seller shall make do and execute all such deeds acts and
things as shall be necessary or requisite to perfect the title and
enjoyment of the Buyer in the purchased Assets and in the Genicom Service
Business and shall also cooperate with Buyer in approaching H.M. Custom and
Excise and any other authority in relation to any claim that the sale
hereby effected is outside the scope of VAT or in relation to obtaining any
license or regulation for the continuation of any activity currently
carried on in the Genicom Service Business.
8.8. Miscellaneous. Subject to Article 8.9 hereof, this Agreement (i)
constitutes the entire agreement and supersedes all other prior agreements
and understandings, both written and oral, between the Parties with respect
to the subject matter hereof;(ii) is not intended to and shall not confer
upon any person, other than the Parties hereto, any rights or remedies; and
(iii) shall not be assigned by operation of law or otherwise.
8.9. Provisions of the Implementation Agreement. Unless expressly provided for
otherwise in this Implementation Agreement, the provisions of the Framework
Agreement shall apply to the transactions contemplated herein to the extent
they are applicable to this Implementation Agreement.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
executed and their corporate seals to be hereto affixed and attested by
their duly authorized officers.
Xxxx Xxxxx Xxxx Xxxxx
------------------ --------------
By: By: Genicom Ltd
Name Printed: Xxxx Xxxxx Name Printed: Xxxx Xxxxx
Title: Strategic Marketing Director Title: Managing Director
DATED 31 October 2000
GENICOM INTERNATIONAL LIMITED
and
PORTABLE SOFTWARE SOLUTIONS
(MAINTENANCE) LIMITED
====================================
AGREEMENT FOR
ASSIGNMENT OF LEASE
- relating to -
Xxxx X00 Xxxxxxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx
====================================
AN AGREEMENT made the 31st day of October 2000
BETWEEN:
GENICOM INTERNATIONAL LIMITED (Company Number 1865144) whose registered office
is at Xxxx X00 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 ONR
(hereinafter called "the Seller") of the one part and
PORTABLE SOFTWARE SOLUTIONS (MAINTENANCE) LIMITED (Company Number 2852417)
whose registered office is at 00 Xxxx Xxxxxx, Xxxxxx X0X 0XX (hereinafter called
"the Buyer") of the other part
WHEREBY IT IS AGREED as follows:-
1. IN this Agreement:-
"Assignment" means the assignment of the Lease from the Buyer to the Seller
in accordance with Clause 3;
"Landlord" means PDFM Limited of Triton Court 00 Xxxxxxxx Xxxxxx Xxxxxx
XX0X 0XX or such other person as may for time to time be entitled to the
reversion expectant on the Lease;
"Landlord's Consent" means the consent of the Landlord to be obtained
pursuant to Clause 2.1(a) and Clause 2.1(b);
"Lease" means the lease dated 4 April 1986 made between (1) the Landlord
(2) the Seller and (3) Genicom Corporation;
"Premises" means Xxxx X00 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx
as more particularly described by the Lease;
2.1 THIS Agreement is conditional upon the Landlord's consent being obtained to
the Assignment
2.2 THE Seller and the Buyer shall co-operate to obtain the Landlord's Consents
the Buyer supplying all references and other information reasonably required by
the Landlord. If the Landlord's Consents shall not have been obtained within
twelve months from the date hereof then either party may by notice in writing
given to the other at any time thereafter terminate this Agreement PROVIDED THAT
in such event the Seller shall compensate the Buyer for any additional expenses
incurred by the Buyer as a result of the Buyer having to find alternative
accommodation
3. SUBJECT to Clause 2 the Seller shall assign the Lease to the Buyer
4. THE Assignment shall be in the form annexed hereto
5. THE Buyer will give to the Seller at least 4 weeks' notice in writing
stipulating the date on which it wishes to complete the Assignment and on the
specified date for completion the Seller shall execute and deliver the
Assignment and the Buyer shall execute and deliver a counterpart thereof
PROVIDED ALWAYS that the Assignment shall be completed no later than 30 April
2001
6. UNTIL the completion of the Assignment the Buyer shall have no interest in
the Premises and this Agreement shall not operate as a demise
7. IF the Seller shall permit the Buyer to take occupation of the Premises such
occupation shall be as licensee only but shall otherwise be on the terms of the
Lease and so that in lieu of rent and service charge a licence fee equivalent to
and calculated at the same rate as the rent and service charge payable under the
Lease or a due and fair proportion thereof shall be payable from the date of
such occupation
8. IN the event of this Agreement being terminated for any reason or if the
Seller shall in writing so require the Buyer shall if it shall have taken
occupation of the Premises or any part thereof forthwith vacate the same and
carry out such works as may be necessary to reinstate the Premises so that
subject to the preceding clause hereof neither party shall otherwise be liable
to the other in any respect hereunder and it is hereby agreed that this clause
shall remain in full force and effect notwithstanding such termination
9. THIS Agreement incorporates the Standard Conditions of Sale (3rd Edition)
save where there is a conflict between those conditions and this Agreement in
which case this Agreement prevails
10. THE Assignment is subject to:-
10.1 THE rents, conditions and tenant's obligations contained or referred to in
the Lease;
10.2 ALL local land charges (whether registered or not before the date hereof)
and all matters capable of registration as local land charges;
10.3 ALL matters disclosed or reasonably expected to be disclosed by searches or
enquiries formal or informal and whether made in person, by writing or orally,
by or for the Buyer or which a prudent buyer ought to make; and
10.4 ALL notices charges orders resolutions demands plans proposals requirements
restrictions agreements conditions directions or other matters whatsoever served
or made before or after the date hereof by any body acting on statutory
authority
AS WITNESS the hands of the parties hereto or their duly authorised
representatives the day and year first before written
SIGNED by the SELLER Xxxx Xxxxx
--------------
SIGNED by the BUYER Xxxx Xxxxx
--------------
DATED________________ 2001
GENICOM INTERNATIONAL LIMITED (Seller)
and
PORTABLE SOFTWARE SOLUTIONS
(MAINTENANCE) LIMITED (Buyer)
------------------------------------
ASSIGNMENT
- relating to -
Xxxx X00, Xxxxxxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx
------------------------------------
ASSIGNMENT
DATE:
PARTIES:
(1) GENICOM INTERNATIONAL LIMITED (Company Number 1865144) whose registered
office is at Xxxx X00 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx
XXx0 ONR (the "Seller")
(2) PORTABLE SOFTWARE SOLUTIONS (MAINTENANCE) LIMITED (Company Number 2852417)
whose registered office is at 00 Xxxx Xxxxxx, Xxxxxx X0X 0XX (the "Buyer")
RECITALS:
(1) This Deed is supplemental to the lease and ancillary documents brief
particulars of which are set out in Schedule 1 (together the "Lease")
whereby the premises known as Xxxx X00 Xxxxxxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx were demised for the term of 25 years from 25
December 1985 subject as mentioned in the Lease
(2) The Lease is vested in the Seller for the residue of the term thereby
granted free from incumbrances except as mentioned in this Deed
OPERATIVE PROVISIONS:
1. In consideration of the covenants in this Deed the Seller with full title
guarantee hereby assigns to the Buyer all those premises (the "Premises")
comprised in and demised by the Lease to hold the same unto the Buyer for
the residue of the term granted by the Lease subject to all matters
contained or referred to in the Lease.
2. In consideration of the assignment of the Lease the Buyer hereby covenants
with the Seller by way of indemnity only during the remainder of the term
granted by the Lease and the period of any continuation or holding over of
such term to pay the rents reserved by and perform and comply with the
conditions and tenant's obligations contained in the Lease and to keep the
Seller indemnified against all actions, claims, liabilities, losses, costs
or expenses arising from any non-payment or breach of such rents,
conditions, obligations and matters.
3. The covenants implied by Sections 3 and 4 of the Law of Property
(Miscellaneous Provisions) Xxx 0000 are limited so that those covenants do
not extent to any breach, or to the consequences of any breach, of the
tenant obligations in the Lease relating to the repair, decoration, state
and condition of the Premises.
4. It is hereby certified that the transaction hereby effected does not form
part of a larger transaction or of a series of transactions in respect of
which the amount or value or aggregate amount or value of the consideration
exceeds 'L'60,000.
5. This document is not delivered until it is dated.
Executed and delivered as a deed by the parties on the date first before written
SCHEDULE 1
The Lease
--------------------------------------------------------------------------------
DATE DOCUMENT PARTIES
--------------------------------------------------------------------------------
04.04.1986 Lease (1) Municipal Mutual Insurance Limited
(2) The Seller
(3) Genicom Corporation
--------------------------------------------------------------------------------
24.03.1995 Deed of Variation (1) PDFM Limited
(2) The Seller
(3) Genicom Corporation
--------------------------------------------------------------------------------
22.09.1995 Deed of Variation (1) PDFM Limited
(2) The Seller
(3) Genicom Corporation
--------------------------------------------------------------------------------
EXECUTED as a DEED by )
GENICOM INTERNATIONAL )
LIMITED acting by:- )
Director
Director/Secretary
EXECUTED as a DEED by )
PORTABLE SOFTWARE )
SOLUTIONS (MAINTENANCE) )
LIMITED acting by:- )
Director
Director/Secretary
Free Translation
--------------------------------------------------------------------------------
CONTRACT OF PARTIAL SALE OF BUSINESS
--------------------------------------------------------------------------------
BETWEEN:
GENICOM SA, a limited liability company with a capital of FF. 4,700,000, having
its principal office at ZAC des Gatines, 00 xxxxxx xx Xxxxxxxxxx 00000
Xxxxxxx-xxx-Xxxx--Xxxxxx, registered with the Trade and Company Register of Evry
under the number B 309 745 396, represented by Xxxxxxxx XXXXX,
(hereafter referred to as "The Seller")
In the first part,
AND
VERTEX Interactive Inc., a New Jersey corporation, with registered offices at
Xxxxxxx, Xxx Xxxxxx 00000-0000, 00 Xxxxx Xxxxxx, X.X. Xxx 000, represented by
Xx. Xxxxxxx XXXXX, acting in the name and on behalf and in its quality of
founder of VTX FRANCE, a French Limited Liability company being incorporated.
(hereafter referred to as "The Purchaser")
In the second part,
(The Seller and the Purchaser are hereafter referred to as "The Parties")
1
Free Translation
WITNESS:
Whereas on October 6, 2000, Finmek Holding N.V. (hereafter referred as to
"Finmek") and its controlled companies, Genicom SA, Genicom SpA and Genicom Ltd,
on the one side, and Vertex Support and Maintenance, a division of Vertex Inc.
(hereafter referred as to "Vertex"), and SIS SRL, on the other side, entered
into an agreement (hereafter referred as to the "Framework Agreement") for the
transfer of the Genicom Businesses as therein defined from Finmek and its
subsidiaries to Vertex and SIS SRL.
Whereas, the Framework Agreements provides inter alia that Genicom SA (hereafter
referred as to "the Seller") transfers its business as hereinafter indicated to
Vertex, acting in the name and on behalf of the company VTX France, through an
Implementation Agreement.
Whereas, this Agreement is one of the Implementation Agreements provided in the
Framework Agreement.
Whereas the Seller operates a business engaged in the development, distribution,
support and maintenance of printers and related options, consumables, spares and
products.
Whereas the Seller desires to sell to the Purchaser and the Purchaser desires to
purchase from the Seller the business related to the support and maintenance of
printers and related options, consumables, spares and products (hereafter
referred as to the "Genicom Service Business") that are developed and
distributed by the Seller, pursuant to the terms and conditions set forth
herein.
NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
ARTICLE 1 - PURPOSE OF THE SALE
The Seller sells to the Purchaser, who accepts, under ordinary guaranty laws,
the part of its business, defined by the support and maintenance of printers and
related options, consumable, spares and products.
The present sale includes the totality of the tangible assets, intangible
assets, information, support necessary to the activity mentioned hereof, and the
clauses numbered here below (hereafter referred to as the "Business"):
1.1. Tangible Assets
The equipment, expensed assets being laptop computers, software printers, mobile
phones, pagers, calculators, furniture and supplies which are part of the
Business are listed in Exhibit 1 attached hereto.
2
Free Translation
1.2. Intangible Assets
The goodwill attached to the Business. The Business shall not include the lease
of the premises ("droit au bail").
1.3. The Stock
The stock included in the sale is listed in Exhibit 2 attached hereto.
ARTICLE 2 - THE PURCHASE PRICE
The purchase price paid by the Purchaser under the conditions set forth in
Article 3 here below for the Business is equal to 400,000 US dollars or to the
value in French Francs after conversion at the exchange rate in force on October
30, 2000 (hereafter "The Price"), which is allocated as follows:
Tangible Assets 30,000
Intangible Assets 100,000
Stock (VAT excluded) 270,000
-------
TOTAL 400,000 USD
The Parties recognize that the above allocation of the price was determined in
order to comply with the provisions of Article L. 141-5 of the Code de Commerce
and the evaluation cannot give rise to any disputes regarding any asset.
ARTICLE 3 - PAYMENT OF THE PURCHASE PRICE
The USD 372,920 is payable by bank transfer as the date of signature of this
Agreement. USD 80,000 is payable into the Escrow Account, which will be paid in
on September 1, 2001, at the latest.
ARTICLE 4 - PREMISES SUPPORT
The Seller undertakes to make available to the Purchaser any support necessary
to the Business, included but not limited to the premises, electricity,
telephone etc. from the Date of the Transfer to March 31, 2001. A monthly fee
will be determined by the Parties in a separate agreement within one (1) month
of the date of signature of this Agreement.
3
Free Translation
ARTICLE 5 - SELLER'S DECLARATIONS
In accordance with the provisions of Article L. 141-1 of the Code de Commerce,
the Seller declares and guarantees the following:
5.1. Origins of Ownership
The Business being sold belongs to the Seller because it was created by the
Seller in terms of the Articles of Incorporation of June 5, 1987.
An "Extrait K-bis" of the Seller is attached hereto as Exhibit 3.
5.2. Mortgages
The Business is restricted by a mortgage of the Treasury of Juvisy Sud-Ouest
dated May 29, 2000 for the amount of FF. 2,293,479.
The Seller undertakes to hold harmless the Purchaser for any claims in respect
to the mortgage of the Treasury of Juvisy Sud-Ouest and guarantees to the
Purchaser the quiet enjoyment of any asset transferred.
Except the above mentioned mortgage, the Business is not restricted by any
mortgages, securities, seizures thereof, inasmuch as it was determined by the
Greffe du Tribunal de Commerce d'Evry, of which a copy is attached hereto as
Exhibit 4.
5.3. Turnover and Commercial Profits
As the Business constitutes only a part of the business of the Seller, it is
indicated hereafter, the total gross revenue (gross before taxes) of the
Business gained by the Seller in the course of the last three years of activity,
the gross revenue and the gross result reflecting only the activity of the
Genicom Service Business being sold for the same time period.
It should be pointed out that the business activity report is from the period of
January 1st to December 31.
----------------- --------------------- ---------------------- ----------------------
Gross Revenue of Gross Result of the
Total Gross Revenue the Genicom Service Genicom Service
Year ending F.F. Business Business
----------------- --------------------- ---------------------- ---------------------
December 31, 1999 82,823,000 11,035,000 3,587,000
----------------- --------------------- ---------------------- ---------------------
December 31. 1998 98,890,000 11,201,000 3,431,000
----------------- --------------------- ---------------------- ---------------------
December 31. 1997 100,957,000 10,414,000 1,473,000
----------------- --------------------- ---------------------- ---------------------
4
Free Translation
Furthermore, the Seller declares that at the time of the present agreement, the
temporary situation gives the impression that the business generated for the
year in progress since January 1st, 2000 to September 30, 2000, a gross revenue
(before taxes) of FF. 49,147,000 (of which FF. 7,409,431 was the revenue of
Genicom Service Business) and a gross result of FF 989,431 for the Genicom
Service Business.
The Seller and the Buyer declare that they have, in accordance with the Article
L. 141-2 of the Code de Commerce, reviewed the accounting books (journal book,
inventory and "grand livre") referenced to the three precedent business years.
They acknowledge to being each in possession of a copy of the inventory of the
above mentioned books established and signed by them.
5.4. Other Declarations
The Seller also declares:
(i) that there is nothing in its legal status that prevents making the
Business available and saleable to the Purchaser, notably (including
but not limited to) following a penalty or judicial liquidation,
interruption of payment or bankruptcy;
(ii) that no judicial action, procedure or litigation is in progress in
relation to the Business in which the Seller would be involved as
either plaintiff or defendant and that would have an incidence on the
Business;
(iii)that it has no knowledge of any obstacle to the transfer of ownership
of the Business or its availability;
(iv) that the Business, as of this day, fulfills all the regulations and
legal or administrative authorizations necessary to the activity
engaged in by the Business, notably hygiene, sanitation, fire security
and electricity.
ARTICLE 6 - PURCHASER'S DECLARATIONS
The Purchaser declares that it will take over the legal and contractual
warranties attached to products sold or for sale in the activity of the Business
and will completely integrate the support and maintenance business of these
products to the satisfaction of the clients so the Seller shall never be worried
about it.
ARTICLE 7 - EMPLOYMENT AGREEMENTS
In accordance with the provisions of Article L 122-12 of the Code du Travail,
the employment agreements related to the Business are automatically transferred
to the Purchaser on the Effective Date, upon the condition precedent that the
Inspection du Travail authorizes the transfer of the protected employees. A copy
of a list of the employees is attached hereto as Exhibit 8.
5
Free Translation
As of the Effective Date, the Purchaser shall assume any and all liabilities for
the execution of any obligations with respect to the Employees transferred and
shall hold the Seller harmless for all possible claims or requests made by the
employees that are inherent to the period following the Effective Date. Among
other things, the Seller will have no liability for the payment of salaries,
bonuses, social contributions, indemnities, allowances, accruals, vacation pay
relating to the employment of the employees after the Effective Date.
Conversely, the Seller shall retain exclusive liability for any and all claims
relating to the employment matters that are inherent to the period prior to the
Effective Date. The Seller's provision for vacation pay and any similar accrual
will not be transferred to the Purchaser and any claims relating thereto (even
if relating to periods prior to the Effective Date) shall be the responsibility
of the Purchaser.
ARTICLE 8 - TRANSFER OF THE BUSINESS
The transfer of the Business shall be effective on November 1st, 2000 (hereafter
referred to as the "Effective Date") with all legal effects attached to the
Business. The Purchaser shall succeed to the rights and obligations of the
Seller and shall take the following commercial title: "successor of the Seller".
It is expressly declared that all active as well as passive transactions related
to the Business realized from the Effective Date are made on behalf of the
Purchaser, who is simply substituted to the Seller in that respect.
ARTICLE 9 - CONDITIONS OF THE TRANSFER OF THE BUSINESS
The Agreement is entered into and accepted under the following conditions:
9.1. The Seller
The Seller undertakes to:
(i) assume any expenses, liabilities occurred prior to the Effective Date
in accordance with the provisions of this Agreement;
(ii) warrant, in accordance with the terms and conditions set forth in
Article 1644 and 1645 of the Civil Code, the accuracy of the
information concerning the origins of ownership, liabilities of the
Business, income, profits and losses in the last three years of
activity and all the declarations mentioned in Article 5 hereof;
(iii)make available to the Purchaser the accounts books mentioned in
Article 5.3. hereof during a three (3) month period from the Effective
Date;
(iv) comply with the obligations set forth in Article 201 of the Code
General des Impots related to the commercial profits and prove to the
Purchaser that he fulfilled the declaration within the mentioned
period and paid the taxes, if any.
6
Free Translation
(v) deliver to the Purchaser any files and correspondence up dated at the
Effective Date concerning the clients and any type of agreements
related to the Business.
9.2. The Purchaser
The Purchaser undertakes to:
(i) take the Business in its current state with the assets mentioned
in Article 1 hereof and not to claim any indemnity or diminution
of the purchase price;
(ii) assume, prorata temporis, any taxes, contributions (including
"taxe professionnelle" for the year in progress) and any taxes
whatsoever related to the Business occurred from the Effective
Date, even though these taxes are still in the name of the
Seller.
9.3. Indemnification by the Seller
The Seller will indemnify and hold the Purchaser harmless from any damage,
loss, liability or expense, in accordance with any provisions, which may
have been agreed by the Parties and remain valid, and which result from:
(i) a breach of any representation of the Seller,
(ii) any liability or obligation of the Seller not assumed by the
Purchaser and more particularly, the obligations of the Seller
related to the premises, the preference of the Treasury of Juvisy
Sud-Ouest and any claims from the creditors,
(iii)and any tax reassessments for the Purchaser resulting from the
valuations set forth in this Agreement.
9.4. Limitations on Indemnification
(i) Notwithstanding the foregoing provisions of Article 9.3 hereof, the
Seller shall not be liable to the Purchaser under said Article in
excess of $300,000 unless and until the aggregate amount of its
liabilities exceeds $10,000 per year, being it understood that in the
event of a payment from the Seller to the Purchaser of a claim of
$300,000, the Purchaser will not be entitled to any further amount in
relation to additional possible claims under the other Implementation
Agreements.
(ii) All damages to which the Purchaser may be entitled pursuant to the
provisions of this Article shall be net of any insurance coverage with
respect thereto.
7
Free Translation
9.5. Grossing up
In the event that any payment made under indemnification is subject to tax
in the hands of the Purchaser, the Seller shall pay to the Purchaser such
amount as after deduction of tax leaves the Purchaser with the amount to
which it would have been entitled in the absence of tax liability.
9.6 Survival - Investigation
The obligations of the Seller contained in this Article shall not terminate
until the second anniversary of the entering into force of the Agreement at
which time, they shall lapse, being it understood that the obligations of
indemnification of this Article are separated from any other
indemnification provisions, which may have been agreed by the Parties.
ARTICLE 10 - FORMALITIES
The Purchaser shall be responsible for carrying out all legal formalities within
the Statute of Limitation. The Purchaser shall bear the costs of all such
formalities.
The Purchaser shall proceed with the registration of this Agreement within
fifteen (15) days from the Effective Date and shall assume the registration tax
to be paid upon consummation of this Agreement.
ARTICLE 11 - TAXES AND SOCIAL SECURITY CONTRIBUTIONS
The Seller shall assume all liabilities for taxes and social security
contributions related to the Business prior to the Effective Date. The Seller
shall reimburse prorata temporis any liabilities occurred prior to the Effective
Date but assumed by the Purchaser after the Effective Date.
The Purchaser shall assume any liabilities for taxes and social contributions
related to the Business occurred after the Effective Date.
In accordance with the 6th Directive related to value added tax (VAT) and the
tax administrative Instruction 3 A-6-90 of February 22, 1990 providing the
exemption of VAT in the event of a transfer of a totality of assets or part
thereof, the Purchaser undertakes to subject to VAT any ulterior transfer of the
assets (except for those not exempted at the time of their acquisition), and to
proceed with the regularization set forth in Articles 210 and 215 of the Annex
II of the Code General des Impots in case of modification of the nature of the
assets or of the quality of the Purchaser or in case of variation of its prorata
deduction of VAT, within the time imposed to the Seller.
This Agreement will be declared in two (2) exemplars before the competent Tax
Administration.
8
Free Translation
ARTICLE 12 - DECLARATION OF SINCERITY
The Parties declare, subject to the penalties provided in Article 1837 of the
Code General des Impots that the purchase price represents the total
consideration for the Business.
The Parties declare to be informed of the penalties imposed in the event such a
declaration is inaccurate. The Parties declare that this Agreement has not been
modified or amended by a counter letter increasing the purchase price.
The Parties declare to be informed of the provisions of Article 18 of the Livre
des Procedures Fiscales authorizing the State to exercise preemption right on
the assets that have been underestimated.
The Parties acknowledge and declare that they have agreed between themselves,
and without the intervention of third parties, the purchase price and therefore,
release the drafters of any liability with respect of the content hereof. The
Parties acknowledge that this Agreement was prepared based upon their
declarations.
ARTICLE 13 - DECLARATION FOR THE REGISTRATION
Only the part of Price paid by the Purchaser to the Seller for the tangible and
intangible assets - FF. 1,007,500 - of the Business is subject to the
registration tax in accordance with Articles 719, 1595, 1584 and 1595 bis of the
Code General des Impots.
The stock is exclusively subject to VAT.
ARTICLE 14 - DOMICILE OF THE PARTIES
The Parties elect their domicile at their respective registered offices for the
purpose of this Agreement.
ARTICLE 15 - SEVERABILITY
If any provision of this Agreement is held to be invalid in whole or in part,
the validity of the remaining provision of the Agreement shall not be affected.
In such event, the Parties shall, if possible, substitute for such invalid
provision a valid provision corresponding to the spirit and the purpose thereof.
ARTICLE 16 - DISCHARGE
The Parties release definitively the drafters of this Agreement from any
liability with respect to the terms and conditions of this Agreement. The
drafters were only in charge to transcribe the declarations and not to verify
the accuracy of the declarations made by the Parties.
9
Free Translation
ARTICLE 17 - EXHIBITS
This Agreement and its exhibits represent the entire agreement existing between
the Parties relative to the subject matter hereof.
Exhibit 1 : List of tangible assets sold
Exhibit 2 : List of the stock sold
Exhibit 3 : Certificate of Genicom SA - Extrait K-bis
Exhibit 4 : "Etat des privileges et des nantissements" of Genicom SA
Exhibit 5 : List of the clients attached to the Business
Exhibit 6 : List of the clients benefiting from a warranty clause
Exhibit 7 : Service Agreement
Exhibit 8 : List of the employees transferred
ARTICLE 18 - POWERS OF ATTORNEY
The Parties give all powers to an agent to proceed with the formalities of
publicity of the Agreement.
ARTICLE 19 - PROVISIONS OF THE IMPLEMENTATION AGREEMENT
Unless expressly provided for otherwise in this Agreement, the provisions of the
Framework Agreement shall apply to the transaction contemplated herein to the
extent they applicable to this Agreement.
In Paris,
On October 31, 2000.
On eleven (11) pages,
In seven (7) originals,
10
Free Translation
----------------------------- ----------------------------
Genicom SA Vertex Interactive Inc.
represented by Xxxxxxxx XXXXX represented by Xxxxxxx XXXXX
11
ESCROW AGREEMENT
This ESCROW AGREEMENT is made and entered into as of this 31st day of October,
2000 (the "Escrow Agreement"), by and among Finmek Holdings N.V., a Belgian
corporation with registered offices in Belgium at 1831 Machelen, Vuurberg 80,
Airport Business Center ("Finmek") and Vertex Interactive, Inc, a New Jersey
corporation with registered offices in New Jersey at Clifton 07014-0991, 00
Xxxxx Xxxxxx XX XXX 000 ("Vertex") and Gouldens, a Law Firm with offices in
London, at 00 Xxx Xxxxxx, Xxxxxx XX0X 0XX (the "Escrow Agent").
RECITALS
WHEREAS, Finmek and Genicom S.A., Genicom SPA and Genicom Ltd, on the one side,
and Vertex and SIS SRL on the other side, entered into an asset sale and
purchase agreement dated as of October 6, 2000 (the "Framework Purchase
Agreement"), pursuant to which Vertex will, or will cause to, purchase from
Genicom S.A., Genicom SPA and Genicom Ltd the "Purchased Assets" as each such
term is defined in the Framework Purchase Agreement; and
WHEREAS, under Section 2.3 of the Purchase Agreement, Vertex is required to
deposit with Escrow Agent share certificates in respect of 31,746 Vertex shares
having a value equal to 500,000 Usd (the "Shares") or alternatively a cash
amount of 500,000 Usd (the "Cash Deposit").
WHEREAS on September 1, 2001, cash payments of 80,000, 140,000 and 280,000 Usd
will be made by Vertex to the respective bank accounts of Genicom S.A., Genicom
SPA and Genicom Ltd.
WHEREAS, Vertex, Finmek and Escrow Agent are desirous of setting forth the terms
and conditions under which Escrow Agent shall hold and transfer the Shares or
the Cash Deposit.
NOW, THEREFORE, in consideration of the transaction contemplated by the
Framework Purchase Agreement and this Escrow Agreement the parties hereto
intending to be legally bound hereby agree as follows:
1. Transfer of Shares. On the date hereof, Vertex has delivered to Escrow Agent
the certificates in respect of the Shares, and Escrow Agent acknowledges receipt
thereof. If alternatively, Vertex elects to replace the Shares by the Cash
Deposit, Escrow Agent will return the certificates in respect of the Shares to
Vertex immediately after full receipt of said Cash Deposit and will give notice
to Finmek of such replacement. The Escrow Agent will hold the Cash Deposit on
designated deposit account. In any case Vertex will be required to replace the
Shares by the Cash Deposit by August 31, 2001.
2. Disbursement of Escrow Account. If pursuant to the provisions of Section 2.3.
of the Purchase Agreement, Vertex claims entitlement to the Shares or the Cash
Deposit, as the case may be, as contemplated under Section 2.3 of the Purchase
Agreement, Vertex shall give written notice to each of Escrow Agent and Finmek
stating the basis for its entitlement under the Purchase Agreement ("Vertex's
Notice"). Finmek shall have five (5) Business Days after receipt of the copy of
Vertex's Notice to deliver written notice to each of Escrow Agent and Vertex
objecting to the release of the Shares or the Cash Deposit, as the case may be,
to Vertex ("Finmek's Objection Notice"). If Escrow Agent does not receive the
Finmek's Objection Notice on or prior to 5:00 p.m. on the fifth (5th) Business
Day following receipt of the Vertex's Notice, Escrow Agent shall deliver the
Shares or the Cash Deposit, as the case may be, to Vertex.
If alternatively, Finmek claims entitlement to the Cash Deposit, Finmek shall
give written notice to each of Escrow Agent and Vertex, stating the basis for
its entitlement under the Purchase Agreement ("Finmek's Notice"). Vertex shall
have five (5) Business Days after receipt of the copy of Finmek's Notice to
deliver written notice to each of Escrow Agent and Finmek objecting to the
release of the Cash Deposit to Finmek ("Vertex's Objection Notice"). If Escrow
Agent does not receive Vertex's Objection Notice on or prior to 5:00 p.m. on the
fifth (5th) Business Day following receipt of Finmek's Notice, Escrow Agent
shall deliver the Cash Deposit to Finmek.
3. Actions of Escrow Agent Subsequent to Notices. If Escrow Agent shall have
received an Objection Notice, or if any disagreement or dispute shall arise
between the parties resulting in adverse claims and demands with respect to any
of the Shares or to the Cash Deposit, then Escrow Agent shall continue to hold
the certificates in respect of the Shares or the Cash Deposit until it shall
have received (i) a written instrument signed by both Finmek and Vertex setting
forth the joint direction of parties with respect to the Shares or the Cash
Deposit or (ii) a certified copy of a final arbitration award (a "Final Order")
directing the transfer of the Shares or of the Cash Deposit.
4. Additional Matters Related to Escrow Agent.
(a) Escrow Agent's sole responsibility hereunder shall be to hold the Shares or
the money in accordance with the terms of this Escrow Agreement. It is expressly
understood that the Escrow Agent is acting hereunder as a depository only. The
Escrow Agent shall not be responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness or validity of any instrument deposited
with it, or for the form or the execution of such instruments or for the
identity, authority or right of any party executing or depositing the same, or
for the terms and conditions of any instrument pursuant to which the Escrow
Agent or the parties may act. Escrow Agent shall have no duties or
responsibilities except those expressly set forth herein. Escrow Agent shall be
automatically released from all responsibility and liability upon de1ivery of
the Shares or of the Cash Deposit in accordance with the provisions of this
Escrow Agreement.
(b) Escrow Agent may rely on any instrument which it believes to be genuine. In
the event that Escrow Agent shall be uncertain as to its duties or rights
hereunder or shall receive instructions from either Vertex or Finmek which, in
its opinion, are in conflict with any of the provisions of this Escrow Agreement
or the Purchase Agreement, Escrow Agent shall be entitled to refrain from taking
any action other than to continue to hold the Shares or the Cash Deposit
hereunder until it shall be directed otherwise in writing by the other parties
hereto, or by a Final Order.
(c) All taxes due in respect of earnings on the Cash Deposit shall be the
obligation of and shall be paid when due by the party entitled thereto as
determined pursuant to the terms of this Escrow Agreement and such party shall
indemnify and hold the Escrow Agent and other party hereto harmless from and
against all such taxes.
5. Resignation of Escrow Agent.
(a) Escrow Agent may resign upon giving thirty (30) days written notice to
Vertex and Finmek. If a dispute arises between Vertex and Finmek under this
Escrow Agreement or the Purchase Agreement or if Escrow Agent determines that it
may or will have a conflicting interest in respect of acting as Escrow Agent
hereunder, Escrow Agent may resign immediately, specifying the date such
resignation is to take effect. Notwithstanding the foregoing, no such
resignation shall be effective until a successor escrow agent has acknowledged
its appointment as such as provided in paragraph 5(c) below. Upon the effective
date of such resignation, the Escrow Agent shall deliver the property held
subject to the terms of this Escrow Agreement by it to such successor escrow
agent.
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(b) If a successor escrow agent shall not have acknowledged its appointment as
such as provided in paragraph 5(c) below prior to the expiration of thirty (30)
calendar days from the date of a notice of resignation, because the parties
hereto are unable to agree on a successor escrow agent, or for any other reason,
the Escrow Agent may select a successor escrow agent and any resulting
appointment shall be binding upon all of the parties to this Escrow Agreement.
(c) Upon written acknowledgement by a successor escrow agent appointed in
accordance with the foregoing provisions of this clause 5 of its agreement to
serve as escrow agent hereunder and the receipt of the property then held
pursuant to the terms of this Escrow Agreement, the Escrow Agent shall be fully
released and relieved of all duties, responsibilities and obligations under this
Escrow Agreement, and such successor escrow agent shall for all purposes hereof
be the Escrow Agent hereunder.
6. Notices. All notices and other communications given hereunder shall be in
writing. Notices shall be effective when sent to the parties at the addresses or
numbers listed below, as follows: (i) on the business day delivered (or the next
business day following delivery if not delivered on a business day) if sent by a
local or long distance courier, prepaid telegram, telefax or other facsimile
means, or (ii) three days after mailing if mailed by registered or certified
mail, postage prepaid and return receipt requested.
If to Sellers to: If to Buyers to:
Finmek Holdings N.V. Vertex Interactive, Inc.
Airport Business Center, Vuurberg 80 00 Xxxxx Xxxxxx, XX Xxx 000
0000 Xxxxx0xx, Xxxxxxx Clifton, New Jersey 07014-0996
Attention: Xxxxx Xxxxxxxx Attention: Xxxx Xxxxxxxx
Telefax No.:x00 0 000 00 00 Telefax No.:x0 000 000 0000
If to Escrow Agent to:
Gouldens
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxx Xxxxx
Telefax No.: 00 44 207 583 6777
7. Assignment. Neither this Escrow Agreement nor any rights or obligations
hereunder shall be assignable by any party without the prior written consent of
each of the other parties. This Escrow Agreement shall inure to the benefit of
and be binding upon the parties and their respective successors and permitted
assigns.
8. Further Assurances. Each party shall do such acts and shall execute such
further documents as any other party may in writing at any time reasonably
request be done and or executed, in order to give full effect to the provisions
of this Escrow Agreement.
9. Entire Agreement. This Escrow Agreement together with the Framework Purchase
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter hereof and supersedes all prior agreements, negotiations,
discussions and understandings, written or oral, between the parties.
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10.Amendment. This Escrow Agreement may be amended, modified or supplemented
only by a written agreement signed by the patties.
11.Applicable Law and Arbitration. This Escrow Agreement shall be governed by,
and interpreted and enforced in accordance with the laws of England and Wales
(excluding any conflict of laws rule or principle which might refer such
interpretation to the laws of another jurisdiction). Any dispute, controversy or
claim arising out of or relating to this Escrow Agreement, or the breach,
termination or invalidity thereof, shall be finally settled by arbitration in
accordance with the rules of arbitration of the London Chamber of International
Arbitration, by one or more arbitrators appointed in accordance with the said
Rules. The place of arbitration shall be London. The language to be used in the
arbitral proceedings shall be English.
12.Counterparts. This Escrow Agreement may be executed in three counterparts.
Each executed counterpart shall be deemed to be an original, and all executed
counterparts taken together shall constitute one agreement.
13.Indemnity. Vertex and Finmek hereby agree, jointly and severally, to
indemnify Escrow Agent and hold it harmless from and against any and all claims,
liabilities, expense, fees, or charges which it may incur by reason of its
acting as Escrow Agent under this Escrow Agreement.
14.Fees and Expenses of Escrow Agent. The fees and expenses of the Escrow Agent
for serving hereunder shall be paid out by Vertex.
IN WITNESS WHEREOF, the parties listed below have executed this Escrow Agreement
as of the date first written above.
Xxxxx Xxxxxxxx X. X. Xxxxx
----------------------------- ------------------------ ------------------
By: Vertex Interactive Inc. By: Finmek Holdings N.V. By: Gouldens
Name: Xxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx Name: X. X. Xxxxx
Title: Joint Chairman and CEO Title: Managing Director Title: Partner
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STATEMENT OF DIFFERENCES
The British pound sterling sign shall be expressed as........................'L'
