EXHIBIT 10.XX
AGREEMENT FOR THE RENDERING OF SERVICES AND PRODUCT SALE
By this private instrument, the parties, on one side, BANCO
BRADESCO S.A., a financial institution of private law with head
office in Cidade de Deus, municipality and county of Osasco, state
of S o Paulo, with CGC/MF Corporate Taxpayer Registration no.
60.746.948/0001-12, hereinafter referred to simply as "BRADESCO";
and on the other side, AMERICAN BANK NOTE COMPANY GRAFICA E
SERVICOS LTDA., a limited liability quota company, with head
office in the city of Rio de Janeiro, state of Rio de Janeiro, at
Rua Xxxxx Xxxx no. 146, with CGC/MF Corporate Taxpayer
Registration no. 33.113.309/0001-47, hereinafter referred to
simply as "ABN", both by their undersigned legal representatives,
have mutually agreed and contracted as follows:
1. PURPOSE: The purpose of this Agreement is to regulate the
parties' activities, as regards the rendering of printing services
and similar to be effected by ABN, in favor of BRADESCO and its
affiliated companies, such as they are currently rendered by
GRAFICA BRADESCO LTDA., which, under the subscription agreement,
signed with AMERICAN BANK NOTE GRAFICA E SERVICOS LTDA., had its
activities transferred to the latter.
1.1. ABN and BRADESCO undertake to maintain the current system of
service rendered by GRAFICA BRADESCO LTDA., the first remaining
responsible for the total printing of the printing products and
similar used by the latter, and the latter remaining responsible
for continuing to order from the first the services which were
performed by GRAFICA BRADESCO LTDA.
2. SERVICES: ABN undertakes to make available to BRADESCO and
its affiliated companies, machine time and labor required to
perform the services which are ordered to same.
2.1. It is hereby set forth that the availability, subject matter
of the above item, is based at least on the levels of production
capacity currently existing in GRAFICA BRADESCO LTDA. and already
confirmed by ABN.
3. PRICES: Within 90 (ninety) days subsequent to July 1st. 1995,
the prices to be used by ABN shall be calculated identically to
those which were being charged by GRAFICA BRADESCO LTDA. and
already confirmed by ABN, including as regards their form of
adjustment, namely, based on the ISF (Form Sector Index)
variation which is monthly published by ABVIGRAF/ABRAFORM.
Since they are products of greater impact, those appearing in
annex I had their costs and sale price calculated jointly by
BRADESCO and ABN, taking as a basis the month of May 1995, both
parties having agreed thereon, same having only to be adjusted by
the ISF up to the beginning of the validity hereof.
3.1. From the ninety-first (91st.) day up to the one hundred and
eightieth (180th.) day, counting from July 1st., 1995, the cost
schedules shall be the subject matter of a parallel evaluation,
jointly effecxted by the parties involved, having as a comparative
basis the flowcharts of GRAFICA BRADESCO LTDA. and ABN, it being
certain that any differences shall be analyzed and adjusted by the
parties' mutual agreement.
3.2. From the one hundred and eighty first (181st.) day, provided
the cost flowcharts are already unified, ABN shall start to adopt
one sole flowchart to be prepared on the basis of what was
ascertained in the period indicated in item 3.1 hereof.
3.3 Contrary to other items, the checkbooks shall have their sale
prices adjusted in the following proportion:
40% (forty percent) RAW MATERIAL: the prices used by Champion
Papel e Celulose for the sale of 90 xx.xx Cham-Xek paper shall be
used as a parameter.
60% (sixty percent) LABOR: based on salary changes resulting from
the printers' annual collective bargain or from any interim
collective agreements.
3.4 Upon the adjustment resulting from increase in labor cost,
ABN shall grant BRADESCO a discount of 4.89% representing salary
advances already effected by GRAFICA BRADESCO LTDA., whose value,
for purpose of setting the price of the 20-sheet checkbook, was
already allocated. NOTE: 4.89 = 3% (February) + 5% (May) = 8.15%
60% of 8.15% = 4.89%.
4. SAFEGUARDS: In order to maintain the prices of the printing
products and similar, to be acquired from ABN, within the market
parameters, BRADESCO and its affiliated companies may, as of
7/1/96, request budgets to other printing companies, regardless of
prior consultation to ABN.
4.1. Said budgets shall be requested to no less than six
qualified printing industries and in the same amounts as those
regularly acquired by BRADESCO and its affiliated companies.
4.2. In the event that the average prices obtained are lower than
those used by ABN, the parties, by mutual agreement, may align
them.
4.3. In case of disagreement, BRADESCO and its affiliated
companies may, at their sole discretion, accept or refuse the
prices used by ABN.
4.4 If BRADESCO and its affiliated companies do not agree with
the price offered by ABN, the product in question may be acquired
from other companies of the printing field.
5. TAXES: In case of new taxes, as well as of any change in the
rates of those currently existing, applied to the sale price used
by ABN, same may be passed on to the purchasers of its products or
to the beneficiaries of the services rendered.
6. SPECIAL CONDITIONS OF DELIVERY OF GOODS: Whenever the
transport of products acquired by BRADESCO and its affiliated
companies requires security measures for their delivery, same must
be performed by a specialized company, selected by the
parties' mutual agreement, under the condition of previously
contracting insurance against robbery or theft, loss or any other
reason which prevents the goods to arrive at their final receiver.
The insurance agreements, having BRADESCO and its affiliated
companies as beneficiaries, shall guarantee the full price of the
product replacement.
7. FREIGHT: Provided the purchase of goods is destined for Cidade
de Deus, the Transport Department (Osasco/SP) and Nucleo
Alphaville (Barueri/SP), the freight shall be included in the
price of said goods. The same applies to all goods that are taken
by BRADESCO and its affiliated companies at ABN's industrial
premises.
8. PRICE ADJUSTMENT: As an adjustment factor, it shall be
adopted the same index currently used by Grafica Bradesco Ltda.,
in its operations of sale to BRADESCO and its affiliated
companies, namely ISF (Form Sector Index) monthly published by
ABIGRAF/ABRAFORM, which shall be applied to the prices of
continuous forms, plain forms, envelopes, reels, and other
printing products made from paper, except for credit cards, stamps
and other items which use different raw material.
8.1. The utilization of the ISF index does not apply to the
checkbooks whose price shall be adjusted pursuant to item 3.3.
9. INVOICING AND PAYMENT TERMS: The products acquired shall be
delivered by ABN accompanied by their respective Invoices/Tax
Invoices, whose payment shall be effected upon credit to the
checking account opened solely for said purpose at BANCO BRADESCO
S.A., within 7 (seven) days from receipt, and provided the goods
are deemed to be in good condition and according to the order
placed by BRADESCO and its affiliated companies.
10. RESPONSIBILITIES: ABN shall notify BRADESCO and its
affiliated companies of any loss, even though partial or of small
amount of the products acquired, within no later than 24 (twenty-four) hours,
counting from the occurrence of said event, informing
in writing of all actions taken to ascertain the fact and any
responsible parties.
10.1 Upon being notified of the occurrence, BRADESCO and its
affiliated companies may, at their discretion, appoint
representatives to follow up all actions which are being taken by
ABN in order to clarify the fact.
10.2 In case BRADESCO and its affiliated companies deem
necessary, same are allowed, regardless of any ABN's actions in
course, to adopt any other actions which they may deem necessary
to safeguard their interests, as well as their clients, said fact
not implying that ABN should interrupt the measures which it might
be taking or cease to have responsibility for the event.
10.3 ABN shall be responsible for the full replacement of lost or
damaged products at no charges to BRADESCO and its affiliated
companies.
10.4 With regard to ABN's direct responsibility for security
products, until ABN transfers itself out of the premises
previously occupied by GRAFICA BRADESCO LTDA., same shall be
restricted to those appearing in item 10.3 above and should be
recovenanted as of the 25th. month of contractual validity,
counting from July 1st., 1995.
11. CONTRACTUAL VALIDITY: This agreement shall be binding on the
parties solely if and when GRAFICA BRADESCO LTDA. becomes ABN's
quotaholder, pursuant to the "subscription agreement" entered into
by the first and by the current partners of the latter, at said
agreement's date, which should occur on July 1st., 1995, thereafter
becoming effective for a term of 48 (forty-eight) months.
11.1 After the 24th month of contractual validity, always counting
from July 1st., 1995, the parties shall re-evaluate the agreement in
effect. If there is no fact, duly proven, which may higher its
continuity, same shall have maintained its initial 48-month validity.
11.2 In the event of a total or partial violation of any clause
of this contract, which may justify the rescission hereof, the
affected party, by means of written notice, may request its
rescission, which shall take place 60 (sixty) days after the
confirmed receipt by the other party, provided, however, that the
latter, within said period, shall not have remedied the fact which
generated said request for rescission.
12. RESCISSION: Without detriment to the provision in item 11.2
above, this agreement shall be lawfully rescinded and at any time
in the following events, other than those provided for under the
law:
a) If either party files for bankruptcy, enters into a
composition with creditors, has its bankruptcy decreed, enters
into insolvency or has its liquidation requested.
b) if ABN has its authorization to render the services contracted
hereby disfranchised.
c) failure, by either party, to comply with any relevant
obligation included herein.
13. TOLERANCE: The parties' omission of or tolerance towards
requiring the strict compliance with the terms and conditions
hereof shall not constitute novation or waiver, nor shall affect
their rights which may be exercised at any time.
14. ACTS OF GOD AND FORCE MAJEURE: Shall be excluded from both
parties' responsibilities pursuant to art. 1.058 and its sole
paragraph of the Brazilian Civil Code.
15. SAFEGUARD OF FILMS, PLATES AND ORIGINALS: If, for any reason,
this agreement is interrupted or rescinded, ABN shall be
responsible for the destruction of all graphic and printing
materials in its possession which might allow their reproduction,
mainly the security ones, assuming irrevocably and irreversibly
the responsibility for all losses and damages which the ill-utilization of
same may cause to BRADESCO, its
affiliated companies and clients, as well as to third parties, for
the total amount which is ascertained in the appropriate
proceedings.
16. COURTS: The parties elect the courts of the city of S o Paulo,
State of S o Paulo, to hear any disputes arising herefrom.
And, having thus agreed and covenanted, the parties sign this
agreement in three counterparts, jointly with the two undersigned
witnesses.
Osasco, June 2, 1995
BANCO BRADESCO S.A.
AMERICAN BANK NOTE COMPANY
GRAFICA E SERVICOS LTDA.
Witnesses:
(illegible signature)
(illegible signature)
