Exhibit 10.22
TRANSLATED FROM THE PORTEGUESE
SUPPLY AGREEMENT FOR CONTINUOUS AND PLAIN FORMS,
PROMOTIONAL PRINTINGS, SPOOLS AND ENVELOPES
PROCESS NUMBER 2000/4230/1600-04
DATED 04/03/00
Agreement number 001978
By means of this private document of agreement, the parties BANCO BRADESCO S.A ,
with head office in Cidade de Deus, without number, registered in the General
Taxpayer's Register under the number 60.746.948/0001-12, hereinafter called
CONTRACTOR and AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA, with head
office at Xxxxxxx do Ingai number 200 - Campo do Gupe - Barueri - S.P.
registered at the General Taxpayer's Register under the number
33.113.309/0014/61 - Barueri - S.P., hereinafter called CONTRACTED, both parties
being duly represented by their legal representatives with signatures below
mentioned, have agreed upon the following:
CLAUSE 1 - THE OBJECTIVE
1.1 This agreement has the objective of the supply, separation and
packaging to be made by the CONTRACTED in accordance with the schedule
in Attachment II, of all the materials described in Attachment I (
plain, continuous and jet Forms, promotional Printing, Envelopes and
Spools) that duly signed by the parts remains fully inserted in this
Agreement.
1.2 The services of separation and D.T.B. issuance as well as of material
expedition at a level of dependency will be performed by the
CONTRACTED and will be delivered to the Logistic Operator indicated by
the CONTRACTOR or for direct dispatch to the requiring party.
CLAUSE 2 - ORDERS
2.1 The request of the products will be made at the offices of the
CONTRACTOR by means of electronic system through interlinked terminals
via INTERNET from the site "Supplies On -Line" that will be connected
with the CONTRACTED or by means of any other system that the
CONTRACTOR may stipulate in the future.
CLAUSE 3 - PRICES
3.1 The products will be invoiced in accordance with the price list
(enclosure I), issued by the parties and available on the "Site".
3.2 The prices will be fixed and without alteration for the period of 12
months as of the date of the signature of this Agreement.
3.3 It is understood that whenever the paper comes to have an increase or
decrease on its price stipulated by the supplier, it may have an
adjustment in its price to reach 5% more or less (only to be passed on
to the percentage relative to the paper) provided that this
increase/decrease are duly confirmed (by the parties) by means of a
Cost Spreadsheet . In this case, the readjustment adopted on the
corresponding figure for the paper will be limited the variation
practiced by the supplier .
3.4 The prices included in the price list include all the direct costs and
indirect ones relative to the supply of the products including the
ones deriving from the taxes and other charges.
3.5 The prices in force on the date of the order placement must be
respected.
3.6 Any eventual changes of the taxes considered for the prices in the
price list may be object of a review of same, whenever there is an
agreement between the parties, formalized by means of an amendment to
this agreement.
CLAUSE 4 - DELIVERY
4.1 The orders must indicate the cost centers and the CONTACTED agencies
responsible for the request, and the delivery must be performed within
the stipulated terms.
4.2 The CONTRACTED commits itself to deliver the volumes/products at the
operator Transportation and Security Department - Cargos Division -
ABNC - in the agreed dates. In case there is the need of emergency
deliveries, the CONTRACTOR will request the CONTRACTED by means of the
electronic system (extra order) who will immediately deliver the
orders in the minimum period of 24 hours.
4.3 In case there is a delay in the delivery schedule, a new schedule
will only be feasible if deriving from a fortuitous reason or force
majeure.
4.4 The verification of the quantity and quality of each of the delivered
items will be performed by the costs centers of the CONTRACTED, who is
responsible for the orders.
4.5 The Logistic Operator hired by the CONTRACTED will proceed to the
counting of the volumes included in the Invoice.
4.6 All the expenses resulting from the transportation of the products
including freight and insurance, are also included in the price of
same.
CLAUSE 5 - PAYMENT CONDITIONS
5.1 The CONTRACTED must remit the Invoices and/or bills with at least 10
days in advance from the due date in order that the CONTRACTOR may
have due time to arrange for all the procedures in order to make the
payment.
5.2 The payment will be 14 (fourteen) days as of the date of the Invoice
issuance for the States of Sao Paulo, Parana, Minas Gerais, Rio de
Janeiro, Espirito Santo, Santa Catarina and Mato Xxxxxx do Sul and for
the other regions the term will be 28 days as of the Invoice issuance,
by means of the presentations of the respective Invoice duly detailing
the materials supplied and duly approved by the CONTRACTOR, by means
of credit in the current account number 118.000-2 agency 026-4 of the
BANCO BRADESCO S.A in name of the CONTRACTED, having validity the
deposit vouchers as receipts of the payments performed.
5.3 In the case that a due date mentioned above is not a working day, then
it will be extended to the following bank working date.
5.4 The CONTRACTED must included in the invoice submitted to the
CONTRACTOR not only the products description but also the number of
the PURCHASE PROCESS and the CONTRACT, issued by the CONTRACTOR.
5.5 In case there is any discrepancy in the data contained in the Invoice
issued in accordance to the above-mentioned paragraph, same must de
returned to the CONTRACTED for the due measures for its correction.
5.6 The corrected or amended Invoice by means of the information and
alteration of the problems pointed out by the CONTRACTED, will have
its new due date 20 (twenty days) banking days, counted as of the
delivery to the CONTRACTOR, provided it does not occur in a prior date
to the original due date wherein the original date due stipulated in
the contract shall prevail.
CLAUSE 6 - DUTIES OF THE CONTRACTED
6.1 The supplies and services herein considered will be performed
exclusively by professionals belonging to the staff of the CONTRACTED,
unless, if authorized in writing by the CONTRACTOR, allowing that
other persons indicated by the CONTRACTED perform same. In this case
all the duties herein of the CONTRACTED responsibility, concerning its
employees, will also be extensive to those people indicated for the
supply and services.
6.2 The CONTRACTED is held integrally and exclusively responsible for all
and any eventual labor lawsuit that may be held against the
CONTRACTOR, by employees or their representatives in the course of the
supply and services, considered in this agreement or in its eventual
amendments even if there is a legislation on the issue that might be
object of different interpretation.
6.3 The CONTRACTED will furnish the necessary professionals for the
performance of the supplies and services herein contracted, being of
their exclusive responsibility the labor charges incurred, social
securities and adversities.
6.4 The CONTRACTED is in full knowledge that the supplies and services
herein contracted will not generate any employment link between the
CONTRACTOR and the CONTRACTED, its employees and representatives.
6.5 It is of the CONTRACTED's responsibility the supply of all the labor
force, materials and necessary tools for the good rendering of
services.
6.6 The CONTRACTED must certify to the CONTRACTED that the products are in
accordance to the specifications of the technical card issued by the
CONTRACTOR and that the quantities remitted to destination are in
accordance with the request.
6.7 The materials must be correctly packaged in a way to guarantee the
utmost protection as well as must be identifiable through a label
containing all the data from the cost center.
6.8 It is hereby agree that the CONTRACTED must comply with the requests
of the CONTRACTOR in due punctuality , attending the demand of the
products included in the price list of enclosure I.
6.9 In case of devolution of unduly requested material by the CONTRACTOR
or having been delivered in disagreement by the CONTRACTED, same must
be returned by means of a D.T.B. ( document of goods transference),
informing the reasons for such. The D.T.B. must be signed by the
person in charge of the center of cost, duly identifiable.
6.10 On the act of the signature of this agreement, and during its
validity, the CONTRACTED must deliver to the CONTRACTOR a copy of the
Social Securities Contribution Clearance (CND) INSS in force, as well
as a copy of the ones previously issued (every 60 days).
6.11 The employees of the CONTRACTED commit themselves to comply with the
security rules, existing in the labor site of the CONTRACTOR.
6.12 The CONTRACTED under the penalty of the law must maintain the most
complete and absolute secrecy about any data, materials, details,
information, documents, technical specifications as well as commercial
details of the products of the CONTRACTOR, that may come to their
knowledge, or that may come to be trusted to them, being or not
related to the rendering of services stated in this agreement, and
must not, under no circumstances , reproduce disclose, reveal or
convey information to third parties not included in this agreement,
any type of information of the CONTRACTOR.
6.13 The CONTRACTED must maintain under its responsibility a stock of
products included in Enclosure I, sufficiently to guarantee the
compliance of the CONTRACTORS orders without interruption in the
supply; must also reserve an adequate and specific place for the
stockage, free of humidity and other elements that may harm the
quality of the forms, up to the moment of their delivery to the
CONTRACTOR.
6.14 The forms and printings must be produced and packaged in accordance to
the standards supplied in the quotation spreadsheets and must be made
available for withdrawal or put in stockage.
6.15 It is the CONTRACTED 'S entire responsibility for the consequences
resulting from losses, misplacement or stealing or any other failures,
that may at any instance, bring direct or indirect risks to the
CONTRACTOR or to third parties, due to financial or moral losses, as
long as the goods are under their responsibility and guard, as well as
any faults detected after the use of the printing.
6.16 The CONTRACTED will be responsible for the printing, from the moment
the matrix and the photolitho are supplied until the effective
delivery of same ( including the transportation services contracted by
it) being responsible for any damages, direct or indirect, material or
moral (including the image of the CONTRACTOR) resulting from the use
of the printings by third parties.
6.17 The responsibility of the CONTRACTED shall remain in force until the
complete solution of the event, obliging itself to take all the
internal administrative measures as well as legal and/or extrajudicial
that may be deemed necessary to avoid or to minimize the losses caused
to the CONTRACTOR, its clients and third parties.
6.18 Once the products are checked regarding their quality and quantity in
each package by the respective requesting Agencies/Sites, after the
original delivery, when only the volume of boxes is counted, the
CONTRACTED must substitute the products that present problems
regarding the quality as well as complement the delivered products
that show inferior quality to the ordered one and mentioned in the
delivery. Said substitution or complementation must occur in the
maximum period of 7 (seven) days counted from the communication to the
CONTRACTOR.
6.19 The transportation of the products must be performed by the CONTRACTED
or by a company previously authorized by the staff in charge of the
internal security of the CONTRACTOR. All the expenses incurred from
the products transportation including freight and insurance are also
included in the price of same.
6.20 The CONTRACTOR may send emergency requirements, that must be met by
the CONTRACTED with priority in relation to the orders in accordance
to stipulations of clause 2 independent of the quantity.
6.21 The emergency requirements will be met by the CONTRACTED in accordance
with the prices stipulated in Enclosure I, without any increase on the
price or taxes.
6.22 The CONTRACTOR may exercise, at any time, the right of checking the
printing stock as well as its production stage through technicians
duly skilled, and the CONTRACTED must oblige itself to facilitate in
an ample and unlimited manner, the checking measures, allowing free
entrance to all documents, technical data and other elements related
direct or indirectly to same and to the object of this agreement.
6.23 The CONTRACTED must also comply to the Regulating Norms issued by the
Labor Ministry, as well as other rules stipulated in Chapter V, Title
I of the Consolidation of Labor Law (Act 5.452/43).
CLAUSE 7 - DUTIES OF THE CONTRACTOR
7.1 In the event that the CONTRACTOR does not definitely require any more
a certain printing , based on the text alteration or layout or even
due to the fact that its use has become obsolete , it commits itself
to purchase up to 2 (two) months stock. The base for each months
calculation will be the monthly average of orders performed in the 6
(six) previous months to the formal communication of interruption of
the use of the printing, formalizes by the CONTRACTOR to the
CONTRACTED.
7.2 The CONTRACTED will allow that authorized representatives of the
CONTRACTOR have access to the SITE where the services, object of
this agreement, are being performed. The CONTRACTED will appoint
an employee to accompany all the activities carried out by
the authorized representatives of the CONTRACTOR, rendering them
all the information and clarifications required.
CLAUSE 8 - PERIOD
8.1 This agreement will be in force for the period of 24 months as of the
signature date, however it can be extended por equal or inferior
period, by means of a previous agreement between the parties
concerned, with a previous advice of 30 days prior to its validity
date, through an agreement addendum.
8.2 It is agreed between the parties that at the end of the validity of
this Agreement, that in case the CONTRACTOR is in use of the services
herein stipulated and this agreement has not been renewed, the parties
hereby agree with an automatic extension for the period of 90 (ninety)
days maintaining the agreed conditions and the price herein
stipulated.
CLAUSE 9 - RESCISSION
9.1 The infringement of any of the clauses or conditions herein stipulated
may immediately cease this agreement by means of a simple written
notification indicating the reason to the other party , who will have
10 (tem) days upon its receipt to solve the fault. Upon this period,
and the fault not having been solved, the agreement will be declared
null and void, being the infringing party responsible for all the
losses and damages resulting thereof.
9.2 This agreement may be declared null and void at any time, by any of
the parties, without any claim to indemnity or compensation, by means
of a written advice with 60 (sixty) days beforehand, counted from the
receipt of the written advise by the other party.
9.3 If the rescission is of the CONTRACTED initiative, it will be its
responsibility to deliver all the services that had been ordered,
immediately receiving the payment that eventually will be due,
extinguishing the right for payment of any other services that have
not been completed.
9.4 If the initiative to declare this agreement null and void is of the
CONTRACTOR'S responsibility the amounts due will be those regarding
the services of the stages already completed and that are pending
payment.
9.5 In the event of rescission of this agreement, the CONTRACTED must
return to the CONTRACTOR all the documents, photolithos , lay out
magnetic files etc. that eventually are in their possession.
9.6 Besides the conditions legally stipulated by the law, this agreement
will be immediately and without prior advice, be considered null and
void under the following situations: a) if any of the parties, goes
bankrupt, requires receivership, or has its bankruptcy or receivership
requested; b) if the CONTRACTED has its authorization to execute the
contracted services cancelled; c) if the CONTRACTED interrupts its
activities for a period superior to 30 days.
9.7 It is expressly prohibited for the CONTRACTED to use the terms of this
agreement, either in disclosure or advertising, without a previous and
written authorization from the CONTRACTOR, in which case the present
agreement is automatically considered null and void, besides the fact
that the CONTRACTED will be responsible of an agreement fine for
losses and damages that may be ascertained.
CLAUSE 10 - FINES
10.1 The applicable fines to the non compliance of the duties stipulated in
this agreement, without jeopardize of the consequent losses and
damages, correspond to:
- 10% (tem percent) on the value of the products not delivered by
the CONTRACTED, of its responsibility;
- 5% (five percent) on the value of the products delivered with
delay, of its responsibility;
10.2 In case there is the need to take legal measures in order to ascertain
any doubts or issues resulting of the terms of this agreement, the
defeated party will be held responsible for the expenses of the
lawsuit and for the lawyer's fees.
CLAUSE 11 - EXCLUSIONS
11.1 The fortuitous and force majeure case are excluded of the
responsibility of both parties under the term of article 1058 of the
Brazilian Civil Code.
CLAUSE 12 - AGREEMENT COMPLIANCE
12.1 The failure or tolerance of the parties to demand the strict
compliance of the terms and conditions of this agreement will not
constitute novation or renouncement , neither will it affect their
rights that may be proceeded at any time.
12.2 Eventual inclusions of other clauses, exclusions or alterations of the
ones already prevailing, will be included in an amendment duly signed
by both parties, that will be considered whole part of this agreement.
CLAUSE 13 - PROHIBITIONS
13.1 The parties will no be enabled to give or transfer to third parties
the rights and duties resulting from this agreement, even partially,
without the written agreement of the other party.
13.2 Bases on the above consideration that CONTRACTED cannot outsource
services without the previous written confirmation from the
CONTRACTOR.
13.3 It is prohibited to the CONTRACTED to issue exchange securities or
"cambiariformes" resulting from this agreement.
CLAUSE 14 - TAXES
14.1 The taxes that are due resulting from this agreement direct or
indirectly, represent onus and responsibility of the tax payer, in
accordance with the tax law.
CLAUSE 15 - JURISDICTION
15.1 It is hereby chosen the Jurisdiction of Osasco - State of Sao Paulo to
consider issues resulting from this agreement, expressly renouncing to
any other jurisdiction even if more privileged or that may come to be
more privileged.
CLAUSE 16 - GENERAL ISSUES
16.1 The attachment with its respective quantities and technical
specifications duly dated and signed by the parties concerned
integrates this agreement in what it concerns all the provisions of
the law, as if they were in it transcribed.
And, being therefore in total compliance and agreement to the above stipulations
the below mentioned sign this document in 4 (four copies of same content and
form, together with the witnesses below.
BANCO BRADESCO S.A AMERICAN BANK NOTE
COMPANY GRAFICA SERVICOS LTDA.
TRANSLATED FROM THE PORTEGUESE
AGREEMENT FOR THE RENDERING OF PRINTING SERVICES
CONSOLIDATED STATEMENT
PROCESS NUMBER 00/0000-00000-00
DATED 03/01/00
CONTRACT NUMBER 001979
By this private service rendering agreement on one side BANCO BRADESCO S.A with
head office in Cidade de Deus - Osasco - Sao Paulo, registered in the General
Taxpayer's Register under the number 60.746.949/0001-12, hereby represented in
the form of its by-laws, hereinafter called CONTRACTOR, and on the other side
AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA, with head office at Xxxxxxx
do Ingai number 200 - Campo do Gupe - Barueri, - S.P. registered in the General
Taxpayer's Register under the number 33.113.309/0014/61 - Barueri - S.P.
represented by its legal representatives hereunder signed, hereinafter called
CONTRACTED, have agreed on this document that has the following clauses:
1. THE OBJECTIVE
1.1 Under the terms and conditions stipulated in this agreement, the
CONTRACTED shall render to the CONTRACTOR not exclusive services of
electronic printing and document finalizing, using the CONTRACTOR's
consolidated data.
2. THE DUTIES OF THE PARTIES
2.1 SERVICE DEVELOPMENT: the CONTRACTED will execute its services in order
to comply with the terms and conditions stipulated in the Addendum I and
Operational Procedures, as well as in eventual service agreements
contracted by both.
2.2 The CONTRACTED is in full knowledge of all the difficulties that it may
find in the execution of the services of this agreement, and declares
itself technically and fully capable to solve these difficulties and
render the service with the required quality and skills, being
responsible for the behavior and good repute as well as for the
professional qualification of the people that will execute the services.
2.3 The executed services will only be accepted by the CONTRACTOR or by
authorized third parties only when the perfect execution has been
performed in accordance to the terms of this agreement.
2.4 The requirements for quality are better described in the Addendum I that
is fully part of this agreement.
2.5 SITE - The SITE will be isolated and surrounded by the necessary
security measures inclusive of access, in order to avoid the entrance of
third parties not authorized by the parties concerned in this agreement.
2.5.1 MATERIALS - The material resources will be made available in sufficient
quantity and quality to comply with the services requested by the
CONTRACTOR to comply with extreme variations inasmuch as requested by
the CONTRACTOR with 30 (thirty) days in advance.
2.6 FILES RECEIPTS - The compacted files will be delivered by the CONTRACTOR
to the CONTRACTED, under written protocol, IN ACCORDANCE TO THE
DESCRIPTION IN Enclosure I, observing that:
2.6.1 - The CONTRACTOR will be responsible for the integrity of the FILES
until its delivery to the CONTRACTED. From the moment of the delivery,
the CONTRACTED will be responsible for the maintenance of secrecy of the
DATA received, in accordance to the following rules:
2.6.2 The received FILES will be accessed by the CONTRACTED to allow the
reading of the DATA by the equipment of the SITE and the service
execution according to procedures described in Addendum I. Once the
consistency of the DATA is ascertained, the CONTRACTED will format the
consolidated DATA by the CONTRACTOR, will generate temporary FILES, will
execute the contracted services and immediately next will destroy the
temporary FILES that have already been registered for that purpose
2.6.3 In the case of any inconsistency occurring in the received FILE, the
CONTRACTED and the CONTRACTOR will take all the necessary measures to
identify the reasons or motives for such inconsistency and also to
appraise if there was a violation of the FILE to prevent unauthorized
interception by the parties.
2.6.4 The temporary files must be produced in compliance with the security
devices that will not allow them to be copied, unless under authorized
pass-words and through processes approved by the CONTRACTOR.
2.7 TRANSPORTATION - The DOCUMENTS will be handled always within the
CONTRACTED's SITE including those destined to be destroyed in order that
only the envelopes destined to postage will be collected by the post
office or contracted Courier. The other documents resulting of left
overs or reprocessing or unusable paper will only be able to be
retrieved if cut into pieces that will not allow its identification.
2.8 TECHNICAL ADMINISTRATION - The CONTRACTOR will authorize one or more
employees as technical operators of this AGREEMENT with the following
responsibilities:
2.8.1 Convey, in writing, the instructions and requirements of the CONTRACTOR
and its orientation for the services;
2.8.2 Follow up the service execution.
2.8.3 Determine, whenever the case, specific tasks for the CONTRACTED,
exclusively viewing the perfect compliance of the agreed services,
including the security procedures of the places destined for material
stockage.
2.9 LIMITS OF THE ADMINISTRATION - The technical administration above
referred, does not exonerate direct or indirectly the technical
responsibility of the CONTRACTED established in this agreement because
the CONTRACTED's total autonomy is preserved vis-a-vis its labor force.
Eventual discrepancies of understanding not clarified with the Technical
Administrator, will be disclosed by the CONTRACTED, in writing, to the
CONTRACTOR for final deliberation.
2.10 CONTROL - The CONTRACTOR whenever deemed necessary and viewing the
compliance to the stipulations of this agreement, will check the
execution of the services without interfering direct or indirectly in
the duties attributed to the CONTRACTED, according to this agreement,
observing the following:
2.10.1 The CONTRACTED will allow the authorized representatives of the
CONTRACTOR to access the SITE where the services, object of this
agreement, will be performed. The CONTRACTED will appoint his employee
to follow up that activities of the authorized representatives of the
CONTRACTOR rendering them all information and required clarifications.
2.11 The authorized representatives of the CONTRACTOR will have access to the
LOG of the CONTRACTED under the supervision of the CONTRACTED being
enabled to check all the registers and information included in the
equipment and the flow control of all the papers and documents, in
accordance to what is mentioned in this agreement and its enclosures.
2.12 Upon completing each checking a report will be issued containing
observations and occurrences happened in order to have a future
deliberation by the parties if necessary.
2.13 It is forbidden for the CONTRACTOR to allow its technical administrator
to program or introduce routines viewing to perform a computerized check
on the CONTRACTED's equipment or third parties ones that are under use,
and that have not been previously validated and accepted by the parties.
2.14 It is forbidden to the CONTRACTOR to disclose to third parties, not
authorized by the CONTRACTED, information relative to the security rules
of the SITE.
2.15 SECURITY PROCEDURES - The parties define the following procedures to
ascertain the confidentiality and recovery of the DATA FILES:
2.15.1 DIVIDED PASS WORD - All the pass words that are to be used for
communication will be shared between the CONTRACTED and the CONTRACTOR
for each transmitted file, allowing the operations including LOG wise.
The local pass words may not necessarily follow this rule. It is
understood as remote communication the one performed using technology
and infra structure of teleprocessing.
2.15.2 The control and manipulation of the DATA and the DOCUMENTS will be
performed in accordance to description of Enclosure I of this agreement.
2.15.3 FILE DESTRUCTION - Once the formatting process of the consolidated DATA,
the printing, the final product, the enveloping the recovery of damaged
documents in the printer or in the enveloping has been concluded, the
CONTRACTED will immediately destroy the registered DATA in the equipment
of the SITE for the execution of the services.
2.16 CONTINGENCY PROCEDURES - In order to comply with the eventual transitory
need of processing, the CONTRACTED may take advantage of the installed
equipment at the contingency SITE, having been previously approved by
the CONTRACTOR. It remains clear that the contingency SITE will have, as
minimum, the technical requirements of security and operation determined
for the main SITE and must be ready to absorb normal volumes of
production registered during the validity of this agreement.
2.16.1 In case any event occurs that may determine the use of an alternative
SITE, not being the contingency one previously approved by the parties,
both may determine a way to conduct the execution of the services in
this alternative site.
3. CONFIDENTIALITY
3.1 The FILES, DATA, and DOCUMENTS are subject to complete and absolute
secrecy, even after the end of this agreement, under whatever reason or
motive, because the FILES, DATA and DOCUMENTS are of exclusive property
of the CONTRACTOR containing secrets, including commercial ones of the
latter. Therefore, the CONTRACTED is obliged not to reveal to third
parties any information obtained resulting from this agreement.
3.2 The CONTRACTED will use all and every information obtained resulting
from this agreement, and specifically contained in the DATA, reproduced
or not in DOCUMENT under strict observation of execution of the
contracted services in the manner and conditions set forth herewith.
3.3 The CONTRACTED will implement in the SITES the necessary protection
measures viewing to avoid the breach of confidentiality, by itself,
through companies integrating its economic group, its affiliates , its
employees, its representatives, agents or third parties, as well as
avoid losses in view of the bad performance of the duties imposed even
if occasioned by fault or felony of its representatives or employees.
3.4 DISCLOSURE - The following information is not included in the
confidentiality rules, as follows:
3.4.1 On the occasion of the disclosure, they are already of unquestionable
common public knowledge;
3.4.2 That immediately upon its disclosure by others rather than the
CONTRACTED, they were published or in any means they became known to the
general public , for reason not related to the eventual failure in the
rendering of services herein contracted.
3.4.3 Have their disclosure formally authorized by the CONTRACTOR.
3.5 EXTENSION - The parties will furnish each other only the information
required for the compliance to this contract. The party that reveals
confidential information will be totally responsible for any resulting
consequences inclusive vis-a-vis third jeopardized parties.
3.5.1 In the hypothesis that the CONTRACTED is obliged to furnish information
obtained in view of this contract, but considered confidential due to
legal or public authority action whose authority holds the specific acts
of intended fiscalization, the CONTRACTED will immediately advise the
CONTRACTOR of the occurrence in order for it to take the necessary
steps.
3.5.2 It is hereby decided that both the CONTRACTOR and the CONTRACTED will
have, regarding the information obtained resulting from this contract,
the same care and discretion that they have in their own organization
with relation to their own information and commercial secrets, aiming to
avoid disclosure, publishing or its dissemination.
3.5.3 The ascertainment of the civil responsibility is independent of the
result of the criminal responsibility , as per agreement.
3.6 PROCESSING ERRORS To protect the parties and avoid the breaching
confidence risks above mentioned , the CONTRACTED will strictly obey the
procedures described above to face each event included in Enclosure I.
4. LINKS
4.1 The CONTRACTED will supply the necessary professionals to accomplish the
services herein contracted, being of its exclusive and own
responsibility the labor, social security and unexpected costs.
4.2 The CONTRACTED will be fully and exclusively responsible for all and any
eventual labor claim that may come to be held against the CONTRACTOR by
employee or representatives of the CONTRACTED due to service rendered in
relation to this contract or its eventual addenda, even if there is
matter in the law that may provoke a different interpretation.
4.3 The above services will be exclusively performed by professionals
pertaining to the staff of the CONTRACTED unless there is expressed and
written authorization from the CONTRACTOR allowing that other people
indicated by the CONTRACTED perform it. In this case all the assumed
duties on part of the CONTRACTED in relation to its employees will also
be extensive to the people indicated by it for the rendering of
services.
5. COSTS
5.1 The CONTRACTOR will only reimburse the amounts of the events, materials
and conditions expressly mentioned in clause 7 of the Enclosure I. The
CONTRACTED, will reply with exclusivity, because they are already
included in the Enclosure I. The CONTRACTED, with exclusivity replies
because they are already in the stipulated prices:
5.1.1 By the identification and transportation of the necessary materials
excepted the services and/or residues resulting from same, included
in these the ones mentioned in Enclosure I.
5.1.2 By the purchase, rental, and/or guard of equipment, inclusive of
security, uniforms, and tools, machinery, accessories, equipment
and useful devices required for the services on the SITE;
5.1.3 By the payment of the labor, the respective social security and labor
costs, fiscal and others stated in the pertinent law, resulting and/or
linked to the ones used due to this contract.
5.2 TAXES - The taxes and all the other fiscal costs that are due, direct or
indirectly, in view of this contract or its execution inclusive ISS
(Service Tax) will be of the sole responsibility of the tax payer as
mentioned in the Tax guidelines without any right to reimbursement.
5.3 TELECOMMUNICATION COSTS - In case the CONTRACTOR exercises the option of
transmission of the CONSOLIDATED DATA by tele processing, the CONTRACTOR
will be responsible for the teleprocessing link between the parts for
the transmission of the consolidated DATA and FILES being held
responsible for the respective costs and the CONTRACTED will be
responsible for the receipt of the consolidated DATA being responsible
for the costs of necessary software and equipment required for the
receipt of the consolidated DATA.
6. PRICE
6.1 In order to determine the monthly amount due to be paid to the
CONTRACTED the quantity of DOCUMENTS by batch will be considered,
actually issued that month as per price list and under the conditions
defined in the Enclosure I of this Clause.
6.1.1 In the event of alteration of the prevailing fundamental economic
conditions at the moment of the signature of this contract, the parties,
in common agreement may come to negotiate the adjustment of established
conditions in order to guarantee the recovery of the actually contracted
amounts, viewing to maintain the economic-financial balance of the
contract.
6.2 In the event of receiving a request from the CONTRACTOR to the
CONTRACTED for the processing services of DOCUMENTS others than those
specified in the Enclosure I of this contract and that will represent
and increase or reduction of the CONTRACTED's costs comparatively to the
ones related to the services hereby contracted, the CONTRACTOR will pay,
for type and unit of services requires accepted in proposal previously
approved by the parts by means of na agreement addendum.
6.3 REVIEW - The parties will e able to review the adjusted prices in the
event of creation, extintion or alteration of the taxes or of the
current taxes, and the CONTRACTOR ALWAYS COMPLYING WITH THE SAME
ADJUSTMENT PERCENTAGE FOR READJUSTMENT.
6.3.1 It is excepted that whenever papaer has its price increased or reduced
by the supplier the price may be readjusted to reach the level of 5%
more or less (only repassed to the percentage relative to paper)
provided that these increases or reductions are duly vouchered by the
parties by means of the presentation of the respective cost spreadsheet.
In this event the adopted reajustment adopted on the amount
corresponding to the paper will be limited to the variation practivd by
the supplier.
7 INVOICES
7.1 The amounts due relative to this agreement will be invoiced monthly by
the CONTRACTED with due date for the 15th day of the following month.
This invoicing will consider the amount concerning the issuance month of
the respective invoice according to the quantitative of DOCUMENTS to be
printed every month, as specified in Enclosure I, clause 7 of this
agreement.
7.2 The INVOICE will be delivered to the CONTRACTOR with a minimum
anticipation of 10 (tem) days prior to its due date, together with the
calculation spreadsheet used to determine the amount being charged and
must specify as a special condition the number of the process and of
this agreement.
7.3 The amounts due to the CONTRACTED will be paid to the CONTRACTOR by
means of credit in current account number 118.000-2 held by the
CONTRACTED in the Agency 026-4 of Banco Bradesco S.A and the deposit
vouchers will be considered as comprobatory deposit receipts.
7.4 IRREGULAR INVOICE - The invoice will be considered irregular when:
7.4.1 It charges services that were not performed or performed partially or
yet performed in disagreement with the established specification in this
agreement.
7.4.2 Is delivered to the CONTRACTOR without the calculation spreadsheet used
to determine its value.
7.4.3 Is presented in non compliance to the established terms or is issued
with observing the requirements established among others with the name
of the invoicee wrong or incomplete; without stating the process number
of this agreement, or with mistakes of calculations and/or quantitative
ones.
7.5 RETURN OF INVOICE - The CONTRACTOR must return the irregular invoice to
the CONTRACTED for the necessary adjustments in the period of 48
(forty-eight) hours from its receipt, under penalty of being considered
accepted. If the invoice is returned, the CONTRACTED shall take the
necessary steps to perform the necessary corrections and will represent
it to the CONTRACTOR, being clear that the due date is automatically
extended for the period that the CONTRACTED required to perform the
adjustments or corrections.
7.6 DELAY IN INVOICE PAYMENT - The CONTRACTOR obliges itself to pay the
service invoices on the due date, crediting the amount in the bank
current account stated in item 8.3 above. The invoices not paid up to
the date due will suffer and increase of interest at the rate of 1% (one
percent) per month or pra rata, without onus to the other deemable
penalties,
7.7 DEDUCTIONS - In the event o existent credits issued by the CONTRACTED in
favor of the CONTRACTOR, both parties may use these amounts on the
occasion of the payment of the invoices.
8 VALIDITY AND END OF THE AGREEMENT
8.1 This agreement will bein force for the period of 24 months (twenty four
months) as of the date of its signature, however it can be extended por
equal or inferior period by means of a previous agreement of the parts,
to be made with an anticipation of at least 60 (sixty) days of its due
date.
8.2 This agreement however, may be cancelled at any time by any of the
parties, without any right for compensation or indemnity by means of
written advise with a minimum of 60 (sixty) days as of the corresponding
receipt by the other party.
8.3 Besides the ones foreseen in the Law, this agreement will be cancelled
immediately and without any previous advise under the following events:
9.3.1 Whenever one of the parties does bot comply with any legal or
contractual duty foreseen in this agreement;
9.3.2 If any of the parties goes bankrupt, requests receivership or has its
bankruptcy receivership requested or decreed;
9.3.3 If the CONTRACTED has cancelled its rights to commercialize its already
contracted services;
9.3.4 If the CONTRACTED interrupts its activities for a period superior to
30(thirty) days.
9.4 In the event the cancellation of this agreement the CONTRACTED must
return to the CONTRACTOR all the documents that eventually are in its
possession.
9.5 If the it is proved the intention of provoked cancellation of this
agreement, the guilty party will be held responsible for the payment of
a fine equivalent to 10% (tem) of the invoice relative to the previous
month of the infraction occurrence . It is not considered infraction
occurrence when the one of the parties shows an interest to cancel the
agreement.
9.6 IMPERATIVE RULES - No penalty, indemnity or additional onus of any
nature may be imposed on the contracting parties, in the event of the
services not being able to be rendered in the conventional manner
according to this agreement, due to legal impediment due to legal
decision.
9.7 EFFECTS OF THE END OF THE AGREEMENT - As of the date of the end of this
agreement, normal or anticipated, the agreements made beforehand will
not render any legal effect, if all the rights of both parties have been
observed, excepting what regards the confidentiality and secrecy that
will remain in full force.
9.8 TOLERANCE - The omission or non observance of the parties in the
compliance of the agreement duties will not consitute novation,
renouncement or agreement modification, it being agreed that the fact
will be mere act of liberality renouncing the parties to invoke it
considering all the legal rights.
9.9 RESCISSION PROCEDURES Once the agreement is rescinded for any reason,
the CONTRACTED will take all the necessary steps to destroy all the
files and materials that contain information on the property of the
CONTRACTOR. At the end of the agreement the CONTRACTED is obliged to
indicate all the programs and software suppliers in order that the
CONTRACTOR assumes the expenses of the licenses in use that allow the
CONTRACTOR to process the services by its own means or by third parties
that the CONTRACTED may come to nominate, if it is its interest.
9.9.1 Furthermore a compensatory fine is established of 10 (tem) percent
applicable on the total amount of the daily invoicing of the requested
product whenever the CONTRACTED proceeds in non compliance with the
established in this contract, inclusive if it delivers the product out
of the expected period.
10 ADDENDUM
10.1 The established conditions in this agreement will only be able to be
modified by contractual addenda, duly signed by both parties.
11 COMMUNICATIONS
11.1 The communications between the parties will produce effects if performed
in writing and delivered by protocol at the following addresses:
For the CONTRACTOR
Banco Bradesco S.A Departamento de Gerencia Geral
Cidade de Deus - Predio Novo - 2(0) andar
ZIP CODE 06029-900 - Osasco - S.(a)
Phone (000) 0000-0000 - FAX(011) 0000-0000
For the CONTRACTED
American Bank Note Company Grafica e Servicos Ltda.
Xxxxxxx do Ingai number 200 - Campo do Gupe - Barueri - S.P. ZIP CODE 00000-000
-Phone (000) 0000-0000
11.2 CONTACTS - For all the effects of this agreement, each party will
designate their representatives as main contacts.
12 GENERAL CONDITIONS
12.1 The CONTRACTED , under the penalty of the law, must keep complete and
total secrecy on any data, materials, details, information, documents,
technical and commercial specifications of the CONTRACTOR's products
that he may come to have contact or knowledge, or that may come to be
trusted to it or not by means of the rendering of services, object of
this agreement.
12.2 The CONTRACTED hereby holds itself responsible for all the acts
practices by its legal representatives, administrators, as well as by
third parties hired by it with previous authorization of the CONTRACTOR,
regarding this agreement, compromising itself for any responsibilities
and keeping the agreement save in relation to any claim, loss, expenses,
loss and damages, legal expenses, once proved the responsibility of the
CONTRACTED.
12.3 Upon the signature of this agreement and during its validity the
CONTRACTED commits itself to deliver to the CONTRACTOR one copy of
Social Security Contribution Clearance (CND) - INSS in force, as well as
a copy of all that were issued in the past (every 60 days).
12.4 It is forbidden to the CONTRACTED to issue equities or cambiariformes
resulting from the services herein agreed upon.
12.5 It is forbidden to the CONTRACTED to use the terms of this agreement,
being in disclosure or advertising without previous, express and written
advice to the CONTRACTOR, under penalty of the CONTRACTOR considering
the agreement without validity before the end of the validity term,
applying a contract agreed upon fine.
12.6 This document expresses all the agreements and conditions stipulated for
the above mentioned objectives, substituting other understandings
between the parts, even formalized, because in this act and date they
are considered rescinded and with mutual and acquittance according to
the conventionally expressed herein.
12.7 The Enclosure I, duly signed by the parties is part of this agreement
for all the effects and effects of the law.
12.8 The forum of Comarca de Osasco - Sao Paulo has been elected in order to
come to the knowledge and settle any issue relative to this agreement.
And being agreed upon on all the above mentioned, the parties sign this
agreement in 4 copies of same content, together with the witnesses hereunder
stated.
ENCLOSURE I
PRICE , SERVICES AND OPERATIONAL PROCEDURES DESCRIPTION FOR
THE ISSUANCE OF BRADESCO "FACIL " CONSOLIDATED STATEMENT
DOCUMENT
1. PRICE
In order to determine the monthly amount due to be paid to the CONTRACTED the
number of STATEMENTS by type, actually issued in the month, will be considered,
and will be invoiced in accordance with a price list presented hereinafter
and/or definite conditions in the items below:
1.1
[CONFIDENTIAL PORTION - FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
1.2 In the services prices to what refers this clause are included the
consumption materials for the issuance of the STATEMENT such as pre
printed paper, envelopes, tonner, cilinder, developping, staples, glue,
packaging string cleaning material and lubrication nrequired for the
working conditions of the technical equipment and labour force of the
CONTRACTED.
1.3 Not included in the unit price of the referred STATEMENTS in item 1.1
above, the costs with postage and the issuance of leaflets and the
delivery of same to the SITE of the CONTRACTED.
2. RESPONSIBILITIES OF THE CONTRACTED IN RELATION TO THE PROCESSING
2.1 Receive the FILES and DATA in any day of the week, from Monday to Friday
24 (twenty-four) hours per day, for immediate issuance of the
STATEMENTS, which must be issued, enveloped and remitted in up to D + 3.
At the CONTRACTOR's criteria it will be given priority of the STATEMENTS
in accordance to the region and type of clients.
2.2 Format the pages of the STATEMENT obtaining 2 (two) logical pages size
A5 in each physical page size A4. It is understood as physical page A4
one face of the pre printed size A4.
2.3 Control the turn of pages and composition of same.
2.4 Invert the pages that on the back side of the STATEMENT.
2.5 Insert controls to be printed always on the last page of the STATEMENT
to control all its final product, insertion and direct mail and leaflets
enveloping and separation by areas of ZIP CODE.
2.6 Build format programs of pages of the STATEMENT in the manner specified
by the CONTRACTOR in the period of 30 (thirty) days as of each request.
2.7 Comply without onus to the CONTRACTOR with any alterations in the
STATEMENT during the period of this Agreement. In case the alterations
modify the format programs, the term for the implementation of the
alterations must be agreed upon by the parties.
2.8 Generate covers for printing control batches and enveloping.
2.9 Use adequate software, defined by common agreement with the CONTRACTOR
to manage the production of the STATEMENT, guaranteeing the issuance
control and recovery of all the printed and enveloped documents.
2.10 Remake, without prejudice to the established terms the imperfect
services or those performed in disagreement with the specifications, on
its own account.
2.11 Guarantee the good performance of the equipment that is used in the
contracted services.
3 RESPONSIBILITIES OF THE CONTRACTED IN RELATION TO THE PRINTING
3.1 Perform the printing services of the STATEMENT in accordance to the
definite layout specification approved by the CONTRACTOR
3.2 Supply the digitalization service of the necessary logotypes and images
for the execution of the process.
3.3 Guarantee the printing of the STATEMENT in the landscape side front and
back, and with pre printed paper A4, supplied by the CONTRACTED and in
accordance to specifications approved by the CONTRACTOR.
3.4 Print the STATEMENT with 2 logical pages A5 in each physical page A4. It
is understood physical page A4 as one face of the pre printed paper size
A4
3.5 Print the STATEMENT with a minimum 1 (one) page A4 that forms 4 (four)
logical pages A5 and maximum with 11 (eleven) pages A4 that form 44
(forty-four) logical pages A5.
3.6 Print, whenever requested, all the 2nd copies of the STATEMENT,
following accurately the same characteristics of the original STATEMENT.
3.7 Supply managerial reports and executed service report regarding all
issuances of the STATEMENT. The issuance and delivery of the reports
shall occur the most 24 (twenty-four) hours prior to the beginning of
the monthly issuance of the next STATEMENT.
4. RESPONSIBILITIES OF THE CONTRACTED IN RELATION TO THE FINAL PRODUCT
4.1 Execute the stapling services and the folding with an automatic system,
controlled by optical reading.
4.2 Guarantee that the final product process performs the selection by
client, stapling with 2 (two) staples in the middle of the pages A4 ,
excepting for the issuance of 1 (one page A4).
4.3 Fold the A4 pages in the middle forming the STATEMENT.
4.4 Apply re filing the pages, whenever necessary.
4.5 Execute the enveloping of the STATEMENT inserting the leaflets using
on-line intelligent process.
4.6 Control and supply all the final product process on-line with specific
software, that has printed controls laser reading to guarantee the
feeding, insertion of leaflets, closing of the envelope and selection of
the ZIP Code areas.
4.7 The CONTRACTED supplies the pre printed A4 of the STATEMENT, its
respective envelopes pre printed, 90 gr, format 235 mm x 156 mm and the
CONTRACTOR supplies the leaflets in blades size A5 90 gr up to 120 gr or
leaflets of any size, which must be delivered to the CONTRACTED pre
folded, for size A5. The CONTRACTOR may request the insertion of the
utmost up to 3 (three) leaflets inside each envelope of the STATEMENT.
4.8 Receive from the CONTRACTOR the pre printed leaflets with reference code
to appear in the production program together with the insertion table of
same by segment of clients determined by the CONTRACTOR in the minimum
period of 10 (tem) working days that anticipate each issuance of the
STATEMENT.
5. RESPONSIBILITIES OF THE CONTRACTED RELATIVE TO THE PREPARATION FOR THE
POSTING
5.1 The CONTRACTED must manage the preparation services for postage of the
STATEMENT controlling the issuance volume and furnish managerial monthly
reports containing all the specifications and characteristics of the
STATEMENT, weight of the pre printed and leaflets, envelopes quantity of
pages, final weight separated in accordance with the type of clients.
5.2 The CONTRACTED will be responsible for all the managing of the
preparation services for postage of the STATEMENT from the removal from
the printing site up to the delivery in the post office - EBCT - Empresa
Brasileira de Correios e Telegrafos, or ACF to be determined passing to
the CONTRACTOR the tariff benefits that may come to obtain in view of
this activity.
5.3 The postage tariff will be invoiced directly by EBCT Empresa Brasileira
de Correios e Telegrafos or ACF to the CONTRACTOR.
5.4 The CONTRACTED will create the necessary conditions so that the
companies authorized by the CONTRACTED and confirmed by EBCT - Empresa
Brasileira de Correios e Telegrafos may operate the postage service FOR
THE statement.
6. RESPONSIBILITIES OF THE CONTRACTED IN RELATION TO THE DISPOSAL OF THE
EXCESS
6.1 Keep sufficient number of paper choppers in the SITE environment to
eliminate the excess and useless papers.
6.2 Destroy all and every STATEMENT that has not been processes entirely,
that is, the DOCUMENT that has not been enveloped and sealed.
6.3 Certify that the non attending materials will not be used by other means
taken from the printing site in conditions that allow its reading and
consequent breach of confidentiality of information.
7. RESPONSIBILITIES OF THE CONTRACTED RELATIVE TO THE QUALITY OF THE
SERVICE
7.1 The CONTRACTED is in full knowledge of the requirements of the
CONTRACTOR in what concerns the quality of the product and of all the
difficulties that it may encounter for its production declaring itself
fully enabled and technically capable to solve them with the required
quality, being responsible for the behavior, qualification and
professional fitness of the people that will be executing the services.
8. CONTINGENCY PROCEDURES
8.1 It will be described in accordance to the structure, site, equipment and
security informed in the commercial and technical proposal accepted by
the CONTRACTOR.
9. DEFINITIONS
9.1 The naming of the clauses and items of this AGREEMENT are inserted for
simple convenience and does not alter or interfere, under no
circumstances in the meaning or interpretation of the contractual text.
It is defined hereunder the content of terms that will be used in this
document and its Attachment I, in singular or plural, that duly signed
by both parties are part of this agreement for all legal and right
purposes:
PDL - Language of Printing Description of the CONTRACTED property;
FDL - Language of Form Description of the CONTRACTED property;
FILE - Group of consolidated DATA of the CONTRACTOR, delivered to the
CONTRACTED;
DIGITAL SIGNATURE - determines the reproduction of the CONTRACTOR's
representative signature, by means of digital image and printing on DOCUMENT;
CONTRACT - determines this document together with its Attachment I
DATA - Information contained in a file;
DOCUMENT - Printed material as a final product by the CONTRACTED, being the
final result required by the CONTRACTOR
STATEMENT - simplified name for the BRADESCO "FACIL" CONSOLIDATED STATEMENT;
HOST - name of a computer;
IMAGE - reproduction of an original in a photolytho , be means of digital image
format;
LOG - File that contains the entries of all the executed procedures in a system;
PASS WORD - Batch of DATA of the CONTRACTOR and the CONTRACTED furnished under
confidentiality to the parts that allow the execution of tasks em computerized
equipment;
SITE - Place of installation of the equipment of the CONTRACTED for the
contracted services;
SUPPLIES - Materials of necessary consumption destined to the equipment of the
CONTRACTED for printing and final product of the document;
Others specific of the CONTRACTED.
10. RESOURCES The resources made available by the CONTRACTED ARE:
10.1 HUMAN - The human resources will be in sufficient quantity and with
adequate qualification to execute the scheduled services in order to
avoid any delay in the compliance of the terms.
11. EQUIPMENT
11.1 The CONTRACTED guarantees that it will use the first line equipment and
materials observing the technological evolution and that it will pass on
to the CONTRACTOR the benefits that may be obtained from this evolution.
11.2 The CONTRACTED will implement in its equipment automatized routines of
production that destroy all the temporary files. The DONCTRACTED will
use security mechanisms in order to avoid any undue access to the DATA
and will control and register the performed accesses.
11.3 The software used for the data transmission will be the interpel.
TRANSLATED FROM THE PORTEGUESE
CONTRACT TO FURNISH ASSETS, RENDER SERVICES AND OTHER AGREEMENTS
Process number 0034270 - 01.642-04
DATED 04/03/00
Contract number 001989
By means of this private document of agreement, the parties BANCO BRADESCO S.A ,
with head office in Cidade de Deus, without number, registered in the General
Taxpayer's Register under the number 60.746.948/0001-12, hereinafter called
CONTRACTOR and AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA, with head
office at Xxxxxxx do Ingai number 200 - Campo do Gupe - Barueri - S.P.
registered at the General Taxpayer's Register under the number
33.113.309/0014/61 - Barueri - S.P., hereinafter called CONTRACTED, both parties
being duly represented by their legal representatives with signatures below
mentioned, have agreed upon the following:
CLAUSE ONE
The current agreement has as an objective the supply of the necessary material
and the rendering of specialized technical services of the CONTRACTED to the
CONTRACTOR for the production in its printing offices of check forms, covers and
back covers. The checks must be produced in accordance to the technical
specifications included in enclosure I that signed by both parties is part of
this agreement for all the effects of the law and only when all the
specifications have been met and delivered within the term and other conditions
herein established will they be accepted by the CONTRACTOR.
CLAUSE TWO
The order for the production of checks will be performed by the CONTRACTOR by
means of electronic data file transmission, containing all necessary information
for the rendering of services relative to the production of the checks.
PARAGRAPH FIRST: The term for the CONTRACTED to daily meet the requirements
performed by the CONTRACTOR which will be met in up to 48 hours except for the
company checks code 4250-149 - check book with 50 pages that will be met in up
to 30 (thirty) days, banker's check 4250-135, 4250-139, continuous check simple
format, 1/8" and 4250-140 continuous check simple format 1/6" that will be met
in up to 10 (tem) days.
PARAGRAPH SECOND. The term for the delivery of the merchandise stipulated in the
previous paragraph, will only be prorrogated in case of fortituous cases or
force majeure, provided that the facts are informed immediately in writing to
the CONTRACTOR.
PARAGRAPH THIRD. The CONTRACTOR shall check the services rendered and the
merchandises delivered, in accordance with the invoice of remittance and the
Service Report, regarding quantity, and signing his agreement to acceptance
provided the merchandise meets the orders specifications.
PARAGRAPH FOURTH. The checking of the quality of each item of the delivered
merchandise will be performed afterwards to be performed by the CONTRACTOR,
observing the stipulations in clause seven hereunder.
PARAGRAPH FIFTH . It is under the exclusive responsibility of the CONTRACTED,
already being included in the values scheduled in clause third of this
agreement, the packaging services, addressing and sorting to the delivery
companies in accordance to specifications made by the CONTRACTOR. The delivery
must be made in sealed boxes complying with the security for the documents
transportation. The sealed boxes will be accompanied by a content report in
order to expedite and guarantee the security of all the distribution process and
delivery to the CONTRACTOR. For the segment of the Express Check, continuous
form, which systems are performed by the CONTRACTED in sites indicated by the
CONTRACTOR, limited to the counties of Sao Paulo city.
CLAUSE THIRD
The products will be invoiced by the expected prices in Enclosures II, III and V
- Price List.
It is understood that whenever the paper has its price increase or reduced by
the supplier, it can reajusted when it reaches 5% more or less (only passed on
to the relative percentage of the paper) provided that these increases or
decreases (by the parts) are duly vouchered by means of the presentation of the
respective cost spread sheet. In this case the adopted reajustment on the figure
corresponding to the paper will be limited to the practiced variation by the
producer.
The CONTRACTOR will pay to the CONTRACTED for the supply of the ordered
merchandise, and vouchered by invoice each 5 days, the figures presented in the
Invoices for Simple Remittance, relative to the delivered merchandise that will
be the result of the multiplication of the unit cost by the respective quantity
delivered.
PARAGRAPH FIRST: The values cited above include all the direct and indirect
costs as well as all the phases of production, delivery, including raw material,
simple and specialized labor, supervision, equipment use, security schemes and
other resources necessary for the performance of the contracted services
including the production of the forms of the produced checks.
CLAUSE FOURTH
The term for payment must be of 10 (tem) days as of the invoice date, provided
that the services were effectively performed and that the delivered are in
compliance with the mentioned specifications in the attached Agreement.
PARAGRAPH FIRST. "The values due to the CONTRACTED will be paid by the
CONTRACTOR by means of credit in its bank account number 118.000-2 kept at the
BANCO Bradesco S.A in the agency 026-4 being the deposit vouchers considered as
receipts of the payments performed.
PARAGRAPH SECOND. The CONTRACTED will present the fiscal notes, and must remit
them together with the invoices and the vouchering documents of the delivery of
the merchandise to the CONTRACTOR.
PARAGRAPH THIRD. The fiscal notes must be deliverd on the same day of its
issuance under penalty of prejudicing the wording of the "caput" of this clause
at the following address:
BANCO BRADESCO S.A
Transport Department
Building Ex-Grafica
Xxxx Xxxx - Osasco -SP
ZIP Code 00000-000
XXXXXXXXX FOURTH Being ascertained a mistake in the invoicing performed by the
CONTRACTED the CONTRACTOR has the right to return the Fiscal Note for the due
corrections and amendments that may be deemed necessary.
PARAGRAPH FIFTH. In the case of the occurrence of the stipulated in the previous
chapter, the CONTRACTOR is authorized to perform the payment in the period of 15
days as of the receipt of the invoice and fiscal note duly amended.
CLAUSE FIFTH
The CONTRACTED must furnish the CONTRACTOR with the flow of routines referring
to the services rendered detailing the control and amendments that guarantee the
loyalty in the receipt of information sent and trustworthiness in the
production, the handling and the delivery of the final product.
The CONTRACTED will allow authorized representatives of the CONTRACTOR to access
the SITE where the services, object of this agreement, will be performed. The
CONTRACTED shall nominate an employee of his to follow the activities of the
authorized representatives of the CONTRACTOR, rendering them all the information
and clarifications requested.
In case the merchandise or the services object of this agreement will present a
fault due to raw material used, failure in production or in the use of equipment
the CONTRACTED must comply to substitute them at once without any onus to the
CONTRACTOR.
CLAUSE SIXTH
In the event of occurrence of severe faults of the same nature of the services
hired, without the effective solution of same on part of the CONTRACTED, the
CONTRACTOR may hire for the execution of the services object of this agreement
another firm of the same field without any implication on the CONTRACTED non
compliance to the terms of this agreement.
CLAUSE SEVENTH
It is established that the CONTRACTOR will periodically visit, at its criteria
and without previous notice, the installation of the CONTRACTED with the
objective of verifying the quality of the services and the compliance of the
clauses of this agreement, including the one that refers to the mentioned
attached specifications. The effectiveness of this checking will not exempt the
CONTRACTED of the responsibilities undertaken according to this agreement in
what refers to the perfect execution of the contracted services.
PARAGRAPH FIRST. It is of the exclusive responsibility of the CONTRACTED the
consequences incurred from the loss, misplacement, robbery or printing error,
packaging, personalization, magnetization, addressing or any other failures that
in any instance may bring direct or indirect risks to the CONTRACTOR or to third
parties, either by financial or moral losses, in the period that the services
and the merchandise is under their guard and responsibility as well as faults
detected upon the use of the checks by the clients of the CONTRACTOR or third
parties provided that when the CONTRACTOR comes into the knowledge of the issue,
he has adopted means and measures inherent to its situation and possible
competence with the objective of avoiding the referred losses.
PARAGRAPH SECOND . The CONTRACTED obliges itself to supply to the CONTRACTED
whenever requested, samples of the raw material used in the issuance of the
merchandise for analysis in laboratory of free choice of the CONTRACTOR.
PARAGRAPH THIRD. It is of the exclusive responsibility of the CONTRACTED the
reimbursement of all the losses that for any reason, guilt or intention in the
performance of its commercial activities being it to the CONTRACTOR or to third
parties.
CLAUSE EIGHTH
The CONTRACTOR may include, change or exclude, at his criteria, the services,
routines that may come to be created, altered or extinguished during the period
of this agreement, however being obliged to communicate to the CONTRACTED, in
writing, that is, via fax, letter, remaining the referred communication included
as part of this agreement.
SOLE PARAGRAPH
Whenever there is the occurrence of inclusions, alterations or exclusions of any
service, the costs may be revised, making the values of these items adequate to
the new reality.
CLAUSE NINTH
The CONTRACTED must be obliged to:
a) comply in time to the requirements of the CONTRACTOR supplying the demand
of services;
b) deliver the services and merchandise in the exact quantity requested by the
CONTRACTOR;
c) supply the merchandise and render the services with quality and faultless
and without imperfections
d) maintain a stock of check forms in a security area to guarantee the
compliance of the CONTRACTORS orders without interruption in the supply,
reserving an appropriate site specific for stock free of humidity or free
of other elements that may damage the quality of the checks up to the
moment when they are delivered to the CONTRACTOR
e) maintain internal controls that allow the immediate identification of
eventual abnormal occurrences in the service processing, which must be
communicated immediately to the CONTRACTOR.
CLAUSE TENTH
It is of the exclusive responsibility of the CONTRACTED to keep in specific
rooms, the photolythos of the CONTRACTOR used or not in the production of the
checks and the covers of the checkbooks. The access to these rooms is only
allowed to employees of both parties duly authorized. Said photolythos may be
requested by the CONTRACTOR at any time, as they are its property.
CLAUSE ELEVENTH
The CONTRACTED, under the penalties of the law must maintain the most complete
and absolute secrecy on all the data, materials, details, information, documents
technical and commercial specifications of the products of the CONTRACTOR , even
of information that may come to its knowledge or may have access, or that may be
trusted upon it, being or not related to the rendering of service object of this
agreement.
CLAUSE TWELVETH
The CONTRACTED assumes, in this moment in an irrevocable manner total and
integral responsibility for any losses or damages, personal or material that may
be incurred on the CONTRACTOR or third parties due to the supply under this
agreement and that are of the fault of the CONTRACTED, its employees or its
representatives, provided that the CONTRACTED, once coming to the knowledge of
the event has taken possible measures inherent to its position and competence
with the objective of avoiding said losses or of its representatives.
CLAUSE THIRTEENTH
Upon the signature of this agreement the CONTRACTED is obliged to deliver to the
CONTRACTOR a copy of the Social Securities Contribution Clearance (CN - INSS in
force, as well as copy of all the ones issued afterwards every 60 days.
CLAUSE FOURTEENTH
The CONTRACTED will supply the necessary professionals required for the
performance of its services herein contracted, being of its own and exclusive
responsibility the labor charges, social security, social and any other one.
CLAUSE FIFTEENTH
The CONTRACTED assumes integral and exclusive responsibility for all and any
eventual labor claim that may be filed against the CONTRACTOR, by employees or
representatives of the CONTRACTED, due to the rendering of services in relation
to tis agreement or its eventual amendments, even if there is Legislation on
this matter, excepting the wording in the previously signed agreement between
both parties that may deem a different interpretation.
CLAUSE SIXTEENTH
The agree services will be performed exclusively by professionals belonging to
the staff of the CONTRACTED unless there is written authorization and in writing
from the CONTRACTOR allowing for other people indicated by the CONTRACTED to
perform them. In this case all the duties herein stipulated by the CONTRACTED in
relation to its employees will also be extensive to the people indicated by it
for the rendering of services.
CLAUSE SEVENTEENTH
The CONTRACTED obliges itself to compromise to the CONTRACTOR the technological
updating relative to the security requirements applicable to the production of
checks.
CLAUSE EIGHTEENTH
It is prohibited to the CONTRACTED to issue exchange securities or "credit
bonds" resulting form the services herein agreed upon.
CLAUSE NINETEENTH
The CONTRACTED obliges itself to give and ensure total guarantee of the quality
of its services performed by it and of the merchandises produced, making it
feasible to the CONTRACTOR the access and the follow up during the period of
production .
CLAUSE TWENTIETH
The CONTRACTOR must inform the CONTRACTED which employees are authorized to
accompany the production and quality processes on their sites.
CLAUSE TWENTY-FIRST
The non compliance with any of the clauses herein stated or conditions herein
stipulated may provoke the immediate rescission of this agreement, by means of
written notice indicating the reasons to the other party that will have the
period of 10 days, as of the receipt of the communication, to comply with the
request to overcome the difficulty. Once this period is over and having the
fault not been overcome, the agreement may be considered null and void, being
the breaching part responsible for eventual losses and or damages that may be
caused.
CLAUSE TWENTY SECOND
Besides those stipulated in the law this agreement will be considered null and
void in the following occasions A) if any of the parties goes bankrupt, requests
receivership or has its bankruptcy or receivership requested by third parties;
B) if the CONTRACTED has its license cancelled for execution of services already
agreed upon; C) if the CONTRACTED interrupts its activities for a period
superior to 30 (thirty) days.
CLAUSE TWENTY THIRD
It is hereby established that a compensatory fine of 10% (ten) percent
applicable on the entire daily invoicing of the ordered product, may be due to
the CONTRACTOR whenever the CONTRACTED has a procedure in disagreement with the
stipulated in this agreement, including if the product is delivered out of the
scheduled period in accordance to clause second, paragraph first, without onus
of the disclosures established in clause twelve and twenty one.
CLAUSE TWENTY FOURTH
The fortituous cases and force majeure resulting from this agreement are of
exclusive responsibility of the parties in accordance to Article 1058 of the
Brazilian Civil Code.
CLAUSE TWENTY FIFTH
The rights and duties of this agreement cannot be transferred to any of the
parties without the previous and written consent, of the other party.
CLAUSE TWENTY SIXTH
It is expressly prohibited to the CONTRACTED to use the terms of this agreement,
being in disclosure or advertising, without previous and express consent of the
CONTRACTOR, being able to consider this agreement automatically null and void,
besides having the CONTRACTED to pay AN agreement fine for losses and damages
incurred.
CLAUSE TWENTY SEVENTH
Taxes that are due incurred directly or indirectly in this agreement will
constitute onus of responsibility to the tax payer, in accordance to the
stipulation in the Tax Law.
CLAUSE TWENTY EIGHTH
This agreement shall be in force for the period of 24 months as of the date of
its signature, however it can be extended por similar or shorter period, by
means of an agreement with and anticipation of 30 days of the validity date.
CLAUSE TWENTY NINTH
A- This agreement may be declared null and void at any time, by any of the
parties, without any claim to indemnity or compensation, by means of a
written advice with 60 (sixty) days beforehand, counted from the receipt of
the written advise by the other party.
B- If the rescission is of the CONTRACTED initiative, it will be its
responsibility to deliver all the services that had been ordered,
immediately receiving the payment that eventually will be due,
extinguishing the right for payment of any other services that have not
been completed.
C- If the initiative to declare this agreement null and void is of the
CONTRACTOR'S responsibility the amounts due will be those regarding the
services of the stages already completed and that are pending payment.
D- In the event of rescission of this agreement the CONTRACTED must return to
the CONTRACTOR all the documents that eventually are still in its hands.
E- The failure or tolerance of the parties to demand the strict compliance of
the terms and conditions of this agreement will not constitute novation or
renouncement , neither will it affect their rights that may be proceeded at
any time.
F- The attachment with its respective quantities and technical specifications
duly dated and signed by the parties concerned integrates this agreement in
what it concerns all the provisions of the law, as if they were in it
transcribed.
G- Eventual inclusions of other clauses, exclusions or alterations of the ones
already prevailing, will be included in an amendment duly signed by both
parties, that will be considered whole part of this agreement.
H- It is of the exclusive responsibility of the CONTRACTED the consequences
resulting from the loss, misplacement or robbery or any other fault that in
any instance may bring serious risks directly or indirectly to the
CONTRACTOR or to third parties with financial or moral losses, as long as
the services and the merchandises are under its guard and responsibility as
well as for faults detected upon the use of the checks.
The jurisdiction of the Comarca de Osasco - S.P. is chosen to come into the
knowledge and settle any issues relative to this agreement. And being both
parties in full agreement thereof this agreement is duly signed together with
the witnesses below mentioned
