**Exhibit 4.14**

 

**HEIDELBERG Distributor Agreement**

 

This Heidelberg Distributor Agreement(hereinafter referred to as the “Agreement”) is made 

 

between

 

**Heidelberger Druckmaschinen Aktiengesellschaft**,

a corporationincorporated under the laws of the Federal Republic of Germany,with its principal offices at Kurfuersten-Anlage 52-60, D-69115 Heidelberg,hereinafter referred to as “Heidelberg”

 

and

 

**BuhrmannNV,**

 

a corporation incorporated under the laws ofthe Netherlands,with its principal offices at Hoogoorddreef 62, NL-1101 BE Amsterdam Z.O.,hereinafter referred to as “Buhrmann”.

 

**Recitals**:

 

A.                                   Heidelberg with its Solution Centers and subsidiaries in theHeidelberg-Group develops, assembles, manufactures, licenses, distributes,provides, sells and services prepress, press and postpress systems,complementary equipment, accessories, software, training, consulting servicesand consumables (as defined in section 1) for the printing and graphic artsindustry on worldwide basis.

 

B.                                     Heidelberg in this Agreement acts on its behalf and the behalf ofits subsidiaries which develop, assemble, manufacture, license, provide andsell Heidelberg Products and Web Products as defined in section 1 below.

 

C.                                     BUHRMANN on its behalf and the behalf of its subsidiaries that arepart of BUHRMANN’s Graphic Systems Division (hereinafter called “BUHRMANN’sSubsidiaries”) desires to act as distributor for Heidelberg Products and WebProducts in the Territory as defined below.

 

D.                                    Heidelberg and BUHRMANN wish to enter into an agreement to governtheir relationship and their cooperation with regard to the distribution, salesand service of Heidelberg Products and Web Products in the Territory.

 

**NOW THEREFOREIN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENTTHE PARTIES AGREE AS FOLLOWS:**

 

**1.****              Appointment; Ownership and Management**

 

Heidelberg hereby appoints BUHRMANN as itsnon-exclusive distributor of Heidelberg Products within the Territory, subjectto the terms and provisions of this Agreement. Heidelberg grants to BUHRMANNthe right, subject to the terms and provisions of this Agreement, to purchaseall Heidelberg graphic arts products including spare parts, accessories andcomponents thereof (hereinafter called “Heidelberg Products”) excluding HeidelbergDigital- and NexPress-products for resale in the Territory. Web- andweb-related products (hereinafter called “Web-Products”) shall be marketed on acommission basis subject to the terms and conditions as defined in Appendix 1.On a case by case basis Heidelberg may require (or agree with BUHRMANN’srequest) that Heidelberg Products are sold by Heidelberg to customers on adirect basis with a commission payable to BUHRMANN.

 

2.               **Territory**

 

The Territory for the purposeof this Agreement shall consist of the following listed countries:

 

for Heidelberg Products:

 

the Netherlands, Belgium, Luxemburg, Italy incl. San Marino and Vatican City,Greece andSpain incl. Andorra,

 

for Web-Products:

 

the Netherlands, Belgium, Luxemburg, Italy incl. San Marino and Vatican City andGreece.

 

In case of changes in said Territory becauseof war, civil war, referendum or other political circumstances, the partieshereto shall enter into discussions about necessary steps to be taken withregard to this Agreement, if such change affects at least 5% of either theTerritory’s area or the Territory’s population or the number of customers inthe Territory or the number of Heidelberg Products installed in the Territory.

 

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3.               **HeidelbergProducts**

 

Heidelberg reserves the right to improve,discontinue or replace any Heidelberg Product (including spare parts andcomponents thereof) whenever it deems appropriate. Heidelberg shall informBUHRMANN of such decision within reasonable time.

 

BUHRMANN shall refrain from making any offeror commitment to customers or prospective customers with respect to thealteration or modification of the specifications and/or configurations ofHeidelberg Products as released or recommended by Heidelberg, without the priorwritten agreement of Heidelberg.

 

4.               **BUHRMANN’sobligations**

 

In addition to other obligations as set forthin this Agreement, BUHRMANN agrees at its own cost and expense:

 

4.1.                              to use its best efforts to diligently promote in every reasonablemanner the sales and service of all Heidelberg Products in the Territory; it isunderstood that BUHRMANN has an obligation to pay special attention to each andevery Heidelberg Product (model and type) offered by Heidelberg;

 

4.2.                              to comply with Heidelberg’s sales and service policy, standards andrequirements as generally determined by Heidelberg from time to time in writingtaking into account a reasonable implementation period;

 

4.3.                              to order Heidelberg Products according to Heidelberg’s orderprocedures as communicated to BUHRMANN from time to time in writing and to usethe respective order forms as required by and/or provided for by Heidelbergtaking into account a reasonable implementation period; all orders shall besubject to written acceptance by Heidelberg. Heidelberg reserves the right,subject to technical feasibility, prices or shipment terms and conditions, torefuse any order without any liability to BUHRMANN, if the conditions of theorder including technical specifications can not reasonably be met byHEIDELBERG.

 

4.4.                              to use the sales and service literature and tools as recommended byHeidelberg, e.g. sales brochures, service bulletins, spare parts cataloguesetc., both in paper form and as electronic data files;

 

4.5.                              to build up and / or to maintain in sufficient number and properlytrained sales, service and training personnel in reasonable relation to marketpotential and population of all Heidelberg Products in the Territory;

 

4.6.                              to build up and / or to maintain inventory of new HeidelbergProducts in reasonable relation to market potential and market requirements inthe Territory;

 

4.7.                              to maintain a suitable place of business and - if necessary -additional facilities in the Territory which allow adequate and efficient salesand service activities as well as demonstration of Heidelberg Products andtraining of BUHRMANN’s personnel and customers, and to maintain the branches inAmsterdam, Athens, Barcelona, Brussels and Milan. BUHRMANN’s Subsidiariesfacilities in the Territory shall display in accordance with the provisions ofsection 7.1 the Heidelberg logo clearly visible, in the same prominent locationand at least the same size as BUHRMANN’s logo.

 

4.8.                              to maintain, to provide for and to up-date an appropriate dataprocessing system and software with respective interfaces as recommended byHeidelberg allowing the exchange and processing of all electronical data andinformation relevant according to this Agreement with Heidelberg’s dataprocessing system and software (currently R3 of SAP). Heidelberg will issue anddistribute certain sales and service information only as electronic data files.Processing these data may require the application of software systems which arenot generally available; Heidelberg undertakes to supply such software systemsto BUHRMANN at appropriate and reasonable rates and charges;

 

4.9.                              to do local advertising and public relations in compliance withHeidelberg’s corporate rules for advertising as communicated from time to timein writing and the local law in the Territory at BUHRMANN’s own expense, riskand liability, taking into account a reasonable implementation period. If theHeidelberg corporate rules conflict with any local laws in the TerritoryBUHRMANN and Heidelberg shall mutually agree on advertising not being inconflict with such laws;

 

4.10.                        to participate and to prominently show the Heidelberg Products inall major graphic arts exhibitions and fairs in the Territory, and toparticipate in the DRUPA and the CEBIT, Federal Republic of Germany;

 

4.11.                        to participate in and to send its personnel on a regular basis totraining courses as offered by Heidelberg;

 

4.12.                        to comply with all provisions and regulations with respect tointellectual property rights in software and fonts supplied by Heidelberg orthe respective licensor. The obligation to deliver such software and fonts onlyto customers who accept the applicable Enduser License Agreement conditions,and to effectively co-operate with Heidelberg to secure proper protection ofintellectual property, and any other similar obligations, shall be consideredas important contractual obligations under this Agreement. BUHRMANN shallcomply with the terms of Enduser License Agreements also with respect to allprogram or font copies used for demonstration and / or its own businesspurposes.

 

4.13.                        to professionally translate documentation, manuals, technicalinstructions, sales literature and texts of application software etc. into theTerritory’s language(-s) if so required by Heidelberg and to provide suchliterature to its customers in the Territory in paper form and/ or aselectronic data files; and

 

4.14.                        to send the “Heidelberg News” and/or any similar or additionalHeidelberg publication to any (potential) customer in the Territory.

 

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5.               **Heidelberg’sobligations**

 

In addition to other obligations as set forthin this Agreement, Heidelberg agrees:

 

5.1.                              to give BUHRMANN’s personnel access to Heidelberg’s trainingfacilities and programs at its established rates and charges as may be adjustedby Heidelberg from time to time;

 

5.2.                              to give BUHRMANN, subject to Heidelberg’s capacities, access to itsdemonstration facilities at its established rates and charges as may beadjusted by Heidelberg from time to time;

 

5.3.                              to provide BUHRMANN with promotion literature such as catalogues,descriptions of the Heidelberg Products, brochures etc. and manuals,instruction books, spare parts books as Heidelberg deems advisable or asrequired by BUHRMANN in paper form and / or as electronic data files at itsestablished rates and charges as may be adjusted by Heidelberg from time totime; insofar as instruction manuals are concerned Heidelberg is obliged todeliver such in accordance with applicable EU-regulations. If there are anyalterations necessary according to local law BUHRMANN will advise Heidelberg ofsuch and Heidelberg will make the necessary adjustments.

 

5.4.                              to send, if available and requested, marketing and technical expertsto the Territory and to support BUHRMANN in introducing new Heidelberg Productsor in case of need for solving technical problems at its established rates andcharges as may be adjusted by Heidelberg from time to time to BUHRMANN.However, Heidelberg reserves the right to send its marketing and /or technicalexperts to the Territory at its own costs whenever it deems appropriate.

 

6.               **Non-ExclusiveCo-operation; Confidentiality; Subdealers; No Agent**

 

6.1.                              Heidelberg grants to BUHRMANN the non-exclusive right to sell andservice Heidelberg Products which right is given to BUHRMANN and itsSubsidiaries in the Territory.. BUHRMANN shall appoint subdistributors for saleor for service work related to the Heidelberg Products only with Heidelberg’sprior written consent. On Heidelberg’s request BUHRMANN shall investigate theeconomic case to establish a subdistributor system for certain HeidelbergProducts such as new printing technology, software products, supplies or noncomplex prepress products which require different marketing and sales activities.****Inaddition thereto, it is understood and agreed that BUHRMANN is not by thisAgreement constituted as an agent of Heidelberg for any purpose whatsoever andBUHRMANN agrees to refrain from so representing itself and from purporting toaccept any order and from purporting to create any contractual obligation orother obligations for Heidelberg without first obtaining express permission inwriting signed by an executive officer of Heidelberg.

 

6.2.                              BUHRMANN shall not solicit orders or maintain delivery stocks orestablish branches outside the Territory and shall inform Heidelberg (or suchother SSU which is responsible for the respective market outside the Territory)about requests for Heidelberg Products from outside the Territory.Notwithstanding the foregoing, BUHRMANN is not restricted from fulfillingunsolicited orders from customers residing in other territories within theEuropean Community.

 

6.3.                              BUHRMANN shall notify Heidelberg 18 months in advance if it shalldirectly or indirectly engage in the development, manufacture, sale or serviceof products (including spare parts etc.) which are of a competitive nature tothe Heidelberg Products.

 

6.4.                              Heidelberg, in consultation with BUHRMANN, will actively support andmutually coordinate pre-sales and after sales activities against appropriatecharges.

 

6.5.                              BUHRMANN shall keep confidential and shall not disclose to any thirdparty information received from Heidelberg containing or dealing with anyfuture Heidelberg Product, sensitive technical matters (e.g. quality issues,technical innovations etc.), trade secrets or business secrets of Heidelberg orany other confidential information concerning Heidelberg, its subsidiariesand/or its customers, if so designated by Heidelberg, or if such information shouldreasonably be expected by BUHRMANN to be of confidential nature. The same shallapply to commercial and financial information, trade or business secretsdisclosed by BUHRMANN to Heidelberg which shall be kept confidential and not bedisclosed by Heidelberg.

 

6.6.                              BUHRMANN shall not sell or represent products and technicalcomponents for the graphic arts industry which could cause technical problemsfor or damages to the Heidelberg Products if interconnected and/or combinedwith them.

 

6.7.                              Heidelberg shall notify BUHRMANN 18 months in advance if it shallappoint one or more distributors (including Heidelberg Product Centers) for theHeidelberg Products in the Territory.

 

**7.****              Trademarks; Patents; Technical Co-operation**

 

7.1.                              Heidelberg grants to BUHRMANN the right to use Heidelberg’s trademarks, particularly the trademark “HEIDELBERG”, which BUHRMANN’s Subsidiariesshall have the right to also incorporate in their company name, in theTerritory on its buildings and facilities as well as on its letterhead, formsand other printed or electronically distributed sales and service literature.This right shall not be assigned or otherwise transferred to any third partyand can be revoked by Heidelberg at any time upon any substantial breach ordefault of BUHRMANN under this Agreement. In any event, this right shallautomatically terminate at the time this Agreement terminates.

 

7.2.                              BUHRMANN agrees not to obtain or attempt to obtain, during thecontinuance of this Agreement, or at any time thereafter, by registration orother method whether or not sanctioned by law, any right, title or interest toany of the trademarks or trade-names of Heidelberg or any other trademarks ortrade-names which may be confusingly similar thereto, except with the priorwritten consent and authorization of Heidelberg.

 

7.3.                              BUHRMANN shall promptly notify Heidelberg of any potentialinfringement of Heidelberg’s intellectual property rights it becomes aware ofand assist Heidelberg in the application for and enforcement of itsintellectual property rights in the Territory (e.g. by signing all necessarydocuments, joining Heidelberg at Heidelberg’s cost in case of legal disputes).

 

7.4.                              Heidelberg agrees to defend and hold BUHRMANN harmless from andagainst any claim of any third party alleging that Heidelberg Products sold byBUHRMANN in the Territory infringe such third party’s patents, copyrights orother intellectual

 

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property rights, provided that Heidelberg isas soon as reasonably practicable notified by BUHRMANN of such claim and givenfull control over the defence or settlement of such claim and provided thatBUHRMANN has not modified the Heidelberg Product in question and has compliedwith section 6.6 above. Heidelberg’s total liability under this indemnity shallnot exceed the amount of € 1 million per occurrence.

 

7.5.                              BUHRMANN undertakes to closely co-operate with Heidelberg in thetechnical field for the purpose of modifying and/or improving the HeidelbergProducts in accordance with customer requests. BUHRMANN shall report and assignto Heidelberg all of its right, title and interest in and to any improvement ornew development in this respect, even if it is patentable. In such caseBUHRMANN shall receive a reasonable compensation mutually agreed upon by theParties. BUHRMANN undertakes - to the extent legally possible - to change newemployment contracts in such a way that inventions are owned by the respectiveBUHRMANN Subsidiary in order to transfer it to Heidelberg as provided above.

 

8.               **Prices;Payment; Financing**

 

8.1.                              The prices to be paid by BUHRMANN for Heidelberg Products purchasedfor resale shall be those prices as set forth on the Heidelberg lists ofestablished distributor net prices or, where applicable, customer retail exworks pricesand discounts, in effect at the time of shipment as may be adjustedby Heidelberg from time to time in accordance with 8.3, less all applicablediscounts then granted to BUHRMANN in accordance with the discount schedules ineffect at the time the order for such Heidelberg Product is accepted byHeidelberg. If an established price is not available for a certain HeidelbergProduct, BUHRMANN shall be required to obtain Heidelberg’s price to BUHRMANNfor the respective Heidelberg Product before BUHRMANN’s quoting to thecustomer.

 

8.2.                              BUHRMANN shall advise Heidelberg for benchmark purposes of its pricecalculation and resale prices on Heidelberg Products (including costs ofinstallation, if any) which BUHRMANN shall establish in its sole discretion. Inaddition, BUHRMANN shall advise Heidelberg and explain to Heidelberg in detailits price calculation also for a particular case, if so requested byHeidelberg.

 

8.3.                              Heidelberg will furnish BUHRMANN on a regular basis with its currentdistributor net price lists or, where applicable, with its current customerretail ex works price lists and discount schedules , if applicable, andreserves the right to change its price lists and discount schedules withwritten notice to BUHRMANN given reasonably in advance. Price changes shall notaffect orders which have already been accepted by Heidelberg.

 

8.4.                              Prices for Heidelberg Products will be in Euro, U.S. Dollars orBritish Pounds depending on the manufacturing origin of such product.Heidelberg reserves the right to determine its prices in any other freelyconvertible currency. Prices shall in any case be ex-works, excluding packingcharges, transport and freight costs, bank charges, insurance premiums,documentation fees, export and import duties, customs and excise duties, taxesof whatever kind and by whomsoever imposed, expenses for storage, consular feesand all other charges and expenses which may be incurred in connection with thesale and which shall be borne by BUHRMANN.

 

8.5.                              In the event that Heidelberg sells a Heidelberg Product directly toa customer in the Territory, Heidelberg shall pay to BUHRMANN a commission asagreed upon by both parties.

 

8.6.                              In case a Heidelberg Product is sold on a commission basis in oneterritory and shipped, at the customer’s request, to another territory and atleast two sales and service units (“SSUs”, for the purpose of this Agreementcomprising of Heidelberg, Heidelberg Subsidiaries as well as BUHRMANNSubsidiaries) are involved, Heidelberg shall decide in its sole discretion theallocation of the commission payable to each of the SSUs. Such decision shallbe final and binding. In no event shall the aggregate of all such allocationsexceed the total commission normally applicable.

 

8.7.                              On orders received on a “no charge” basis, or on “replacements”under warranty, or as a consequence of customer claims, no discount orcommission will be applicable.

 

8.8.                              If not otherwise agreed between the parties, any commission payableby Heidelberg to BUHRMANN for Heidelberg Products sold on a commission basiswill be credited, after shipment, in proportion to payments received byHeidelberg from the customer or any other party, provided, however, that suchobligation to pay only comes into effect when and in so far as Heidelberg hasalready received at least 50 % of the purchase price.

 

8.9.                              Payment for the Heidelberg Products purchased by BUHRMANN for resaleshall be made in accordance with the current terms of payment agreed uponbetween the parties.  Heidelbergreserves the right in its sole discretion to cancel or terminate any order orto postpone the delivery of the ordered Heidelberg Product if agreed upon downpayments are not fully made when due or the payment of the Heidelberg Productbecomes uncertain. Substantial and/or repeated breaches of BUHRMANN’s paymentobligations entitle Heidelberg to terminate this Agreement without notice.

 

8.10.                        BUHRMANN shall actively offer and provide assistance to the(potential) buyer of Heidelberg Products to obtain financing and undertake bestefforts to support and advise the customers also in that respect. Upon requestHeidelberg can, but is not required to, offer financing itself and /or throughthird parties (e.g. by initiating financing programs and the like).

 

**9.****              Service of Heidelberg Products in the Territory**

 

9.1.                              Except for work actually performed by Heidelberg employees, expertsor consultants and except for work carried out by Heidelberg persuant toHeidelberg’s warranty obligations, BUHRMANN undertakes at its own risk, cost andexpense to be responsible for the installation, warranty performance, service,repair and maintenance work on the Heidelberg Products on customers’ sites inthe Territory. BUHRMANN shall maintain sufficient and properly trained serviceand training personnel and shall provide for necessary equipment (e.g. assemblytools, machinery for installation of Heidelberg Products, tools, spare parts).

 

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9.2.                              During the warranty period Heidelberg replaces defective parts andsoftware in accordance with Heidelberg’s general terms and conditions and theestablished policy of the respective Heidelberg Solution Center.

 

9.3.                              BUHRMANN shall comply with Heidelberg’s general service policy andstandards, shall participate in and support retrofit or up-date/upgradeprograms of Heidelberg, all of which shall have been communicated to BUHRMANNSSubsidiaries in writing, and shall establish a flexible service structure whichallows the same degree of quality of service work and the same response timesas provided by the majority of Heidelberg’s other sales and service units.

 

9.4.                              Heidelberg shall reasonably support BUHRMANN’s service work in theTerritory by providing necessary service information (such as HeidelbergService Bulletins and other technical information), offering training material(e.g. videotapes and brochures) and giving BUHRMANN’s personnel access to itstraining facilities at its established rates and charges as may be adjusted byHeidelberg from time to time.

 

10.         **Spare Parts for HeidelbergProducts**

 

10.1.                        BUHRMANN shall maintain at all times a sufficient and reasonableinventory of spare parts for and components of Heidelberg Products in order tomeet customer’s needs and to achieve the goals according to section 10.3 ofthis Agreement. Spare parts and software which are directly sold by Heidelbergto the customers in the Territory (e.g. via Internet) may be excluded fromaforesaid obligation.****Heidelberg shall deliver****spare partsand components for Heidelberg Products to BUHRMANN’s Subsidiaries withinreasonable time

 

10.2.                        Spare parts for Heidelberg Products shall be available fromHeidelberg for at least five years after manufacture of the respectiveHeidelberg Products has ceased. BUHRMANN shall refrain from any statementtowards customers which goes beyond this obligation of Heidelberg as definedherein. For software products and releases, as well as for other HeidelbergProducts with a shorter life cycle, as the case may be, Heidelberg may define ashorter period.

 

11.         **Reporting and Benchmarking**

 

11.1.                        BUHRMANN agrees to establish and maintain a list of all purchasersand all owners of Heidelberg Products within the Territory which shall be incompliance with Heidelberg’s reasonable recommendations for a customer database which will be communicated to BUHRMANN in writing. Heidelberg and BUHRMANNshall establish annual meetings for a comprehensive discussion of marketpotentials and market prices of the Heidelberg Products and competitiveproducts in the Territory and BUHRMANN shall inform Heidelberg at least once ayear about its market share in the Territory which information shall bedetailed for each Heidelberg Business Unit as applicable for the differentHeidelberg Products.

 

11.2.                        BUHRMANN shall participate in the Heidelberg marketing and servicereporting system and report such information and data as reasonably requestedby Heidelberg from time to time. In addition hereto, BUHRMANN shall produce inadvance on an annual basis business plans with a commitment to be discussed andagreed upon with the respective Heidelberg Business Unit, if so requested byHeidelberg. In any event, BUHRMANN shall inform Heidelberg about all lostorders and the reasons for such, particularly if an already forecasted sale of aHeidelberg Product (excluding spare parts, components thereof and consumables)can not be accomplished during the forecasted period.

 

11.3.                        Upon request of Heidelberg, BUHRMANN shall furnish its annualaudited financial statements presented within six months following the closingof its fiscal year and on a monthly basis its marketing and service reportsrelated to BUHRMANN’s Subsidiaries. Additionally, BUHRMANN remains obligated toinform Heidelberg immediately about its financial condition whenever a situationarises which could substantially affect BUHRMANN’s ability to comply with itsobligations under this Agreement.

 

11.4.                        At least quarterly BUHRMANN shall give Heidelberg an overview aboutthe general economic situation in the Territory and particularly of theprinting industry in the Territory.

 

11.5.                        BUHRMANN shall, on a case by case basis, inform Heidelberg aboutforthcoming political or legal changes in the Territory which could affectHeidelberg’s market share or the sale of Heidelberg Products in the Territory(e.g. changes of tax or export control laws; expansions or changes inenvironmental or machine safety regulations) and about the activities ofHeidelberg’s competitors in the Territory.****BUHRMANN shall also establish and maintaina prospect data base similar to its customer data base to include potential andcompetitor’s customers in the Territory.

 

11.6.                        Heidelberg and BUHRMANN shall establish a “supervisory board”(Beirat) consisting of executives of the parties who will meet at least once a yearto discuss strategic subjects. The agenda and location of any meeting will bemutually agreed upon well in advance of the meeting and minutes will be takenof such.

 

11.7.                        BUHRMANN will apply for ISO 9001 certification and upon achievementwill maintain same.

 

12.         **Warranty; Liability;Insurance; Delivery of/for Heidelberg Products**

 

12.1.                        In connection with any sale of the Heidelberg Products madehereunder, Heidelberg provides its warranty as set forth in Heidelberg’sgeneral terms and conditions for its respective products as attached to theorder confirmation which Heidelberg is entitled to modify from time to timewith effect for future sales in the Territory taking into account a reasonableimplementation period. Heidelberg’s general terms and conditions as attached tothe order confirmation shall be a constituent part of each of BUHRMANN’s ordersfor the respective Heidelberg Product, even without being referred to in eachparticular case, and form an integrated part of this Agreement. Heidelberg shallin no event be liable for or bound by any additional warranties granted byBUHRMANN to the customers in the Territory.

 

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12.2.                        Unless otherwise provided herein, Heidelberg’s liability shall belimited in accordance with Heidelberg’s general terms and conditions for itsrespective products as referred to in 12.1. Heidelberg shall in no event beliable to BUHRMANN for any indirect, special or consequential damages or lostsales or profits arising from or related to the sale or the performance ofHeidelberg Products whether arising at contract or at law and irrespective offault or negligence unless otherwise provided in Heidelberg’s general terms andconditions for its respective products as referred to in 12.1. BUHRMANN agreesto indemnify and hold Heidelberg and its subsidiaries harmless from any claimwhich a customer asserts against Heidelberg and its subsidiaries. With respectto product liability claims section 12.3 shall apply.

 

12.3.                        BUHRMANN shall cover liability insurance for itself and itsSubsidiaries against any claim raised against them under the product liabilitylaws of the Territory.  BUHRMANN willinvestigate if there is any differentiation between local product liability lawand EU-product liability law and will inform Heidelberg accordingly.

 

12.4.                        Delivery of the Heidelberg Products shall be performed in accordancewith the terms outlined in Heidelberg’s order confirmation or otherwiseaccording to Heidelberg’s general terms and conditions for the respectiveproducts. .

 

13.         **Export Control**

 

13.1.                        Notwithstanding Heidelberg’s primary responsibility for complyingwith all applicable export regulations, BUHRMANN agrees that it will deliverHeidelberg Products to the customers in the Territory only in strict compliancewith the German Aussenwirtschaftsgesetz and the applicable export control lawsand regulations of the European Community and the United States. On BUHRMANN’srequest Heidelberg will make available to BUHRMANN copy of the respectiveregulations or applicable parts thereof.

 

13.2.                        Both parties reserve the right to terminate, withdraw or postponeany order for delivery of Heidelberg Products or spare parts or componentsthereof to the Territory if this is in conflict with national or internationalexport control laws. In such case the Force Majeure provisions as per section15.9 shall apply.

 

14.         **Term, Termination andConsequences of Termination**

 

14.1.                        This Agreement shall become effective on July 1st, 2003,upon its execution by both parties hereto by their authorized representatives.Upon execution it shall remain in effect for a period of 5 (five) years. Afterthat initial five years period the Agreement shall continue to be in effectunless terminated by a eighteen (18) months prior written notice by one of theparties to the end of the calendar month.

 

14.2.                        This Agreement may be terminated at any time by mutual consent ofthe parties, evidenced by a written agreement providing for termination.

 

14.3.                        This Agreement may be terminated without notice by either party, ifthe other party repeatedly and/or substantially breaches its obligationsaccording to this Agreement, if the other party shall be in bankruptcy, shallfile a petition in bankruptcy, shall make an assignment for the benefit of itscreditors, shall have a receiver appointed, or if another provision of thisAgreement expressly provides for such termination. In case of change of controlof either of the parties, both parties are entitled to cancel this Agreement,taking into account a notice period of 18 months provided that such right shallexpire after 2 months after the change of control has become public.

 

14.4.                        In the event of termination of this Agreement Heidelberg in its solediscretion shall either fulfill the orders placed by BUHRMANN as confirmed bythe customer at the date the termination becomes effective, in which caseBUHRMANN may continue to deliver the order to its customers, provided thatBUHRMANN pays for the Heidelberg Products as agreed to, or fulfil such ordersitself and pay BUHRMANN 50% of the applicable commission rate as set forth insection 8.5, and shall have the option:

 

• to repurchase any or all Heidelberg Products, spare parts andcomponents thereof which are new, unused and in proper condition on hand unsoldby BUHRMANN at BUHRMANN’s net costs (excluding charges, fees and expensesreferred to in section 8.4) less a depreciation of 3% for every month since therespective item’s shipment ex works Heidelberg, and

 

• to repurchase any or all assembly tools, equipment for installationof Heidelberg Products and tools at BUHRMANN’s net costs (excluding charges,fees and expenses referred to in section 8.4) less a depreciation of 4% forevery month since the respective item’s shipment ex works.

 

Such option shall extend for 90 days from thedate of termination and BUHRMANN agrees to deliver any such item in accordancewith Heidelberg’s directions, with any applicable payments from Heidelberg toBUHRMANN to be net 30 days.

 

14.5.                        In case of any termination of this Agreement Heidelberg shall beobligated, in addition to the first option as set forth in section 14.4regarding orders already confirmed, to pay compensation to BUHRMANN for anypending order which has been at least substantially prepared by BUHRMANN, buthas not been confirmed by Heidelberg prior to termination becoming effective.Such compensation shall be 25% of the applicable commission rate as set forthin section 8.5, provided that BUHRMANN presents to Heidelberg a written list ofprospective orders (indicating the customer and the Heidelberg Product inquestion) within 15 days after termination has become effective and that suchorder (or a substantially comparable and similar order) has been fulfilled byHeidelberg within 12 months after termination has become effective. Section 8.9shall apply accordingly.

 

14.6.                        Upon termination of this Agreement, i.e. when all transactionshereunder have been finalized, all rights and permits granted to BUHRMANN byHeidelberg shall be immediately withdrawn, revoked and terminated, allindebtedness of BUHRMANN shall immediately become due and payable and BUHRMANNshall immediately remove and discontinue the use of all signs, stationery,advertising and other material that could make it appear to the public thatBUHRMANN is still a distributor of Heidelberg Products.

 

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14.7.                        Unless otherwise expressly provided herein, neither party shall beliable to the other for loss or damage arising from or related to thetermination of this Agreement. No claim for remuneration, compensation or anyseverance payment can be lodged by BUHRMANN against Heidelberg or any of itssubsidiaries in case this Agreement is terminated. Section 12.2 shall applyaccordingly.

 

15.         **Miscellaneous**

 

15.1.                        This Agreement supersedes and replaces all previous agreements andunderstandings between Heidelberg and Heidelberg’s subsidiaries on the one sideand BUHRMANN and BUHRMANN’s subsidiaries on the other side, but withoutprejudice to any claims for payment by BUHRMANN or its subsidiaries toHeidelberg which are owed according to any such previous agreements. BUHRMANNshall ensure that its subsidiaries will fulfil any and all obligationsresulting from this Agreement accordingly and guarantees for their financialobligations.

 

15.2.                        This Agreement, together with its Appendices, constitutes the entireagreement between the parties. There are no warranties, conditions, orrepresentations (including any that may be implied by statute) and there are noagreements in connection with such subject matter except as specifically setforth or referred to in this Agreement. No reliance is placed on any warranty,representation, opinion, advice or assertion of fact made by any party or itsdirectors, officers, employees or agents, to the other party or its directors,officers, employees or agents, except to the extent that the same has beenreduced to writing and included as a term of this Agreement. Accordingly, therewill be no liability, either in tort or in contract, assessed in relation toany such warranty, representation, opinion, advice or assertion of fact, exceptto the extent aforesaid.

 

15.3.                        The inclusion of headings in this Agreement is for convenience ofreference only and shall not affect its construction or interpretation.

 

15.4.                        Any provision of this Agreement that is prohibited or unenforceablein any jurisdiction will, as to that jurisdiction, be ineffective to the extentof the prohibition or unenforceability without invalidating the remainingprovisions and any prohibition or unenforceability in any jurisdiction will notinvalidate or render unenforceable that provision in any other jurisdiction.For any provision so severed there will be deemed substituted a like provisionto accomplish the intent of the parties as closely as possible to the provisionas drafted, as determined by any court or arbitrator having jurisdiction overany relevant proceedings, to the maximum extent permitted by law.

 

15.5.                        Any waiver of, or consent to depart from, the requirements of anyprovision of this Agreement will be effective only if it is in writing andsigned by the party giving it, and only in the specific instance and for thespecific purpose for which it has been given. No failure on the part of eitherparty to exercise, and no delay in exercising, any right under this Agreement,even if it occurs repeatedly, will operate as a waiver of that right. No singleor partial exercise or waiver of any right will preclude any other or furtherexercise of the right or the exercise of any other right.

 

15.6.                        Heidelberg and BUHRMANN are entering into and performing thisAgreement as independent contractors. Nothing in this Agreement is to be takento constitute a joint venture or partnership between the parties.

 

15.7.                        This Agreement will be governed by and construed in accordance withthe laws of the Federal Republic of Germany and the parties attorn to theexclusive jurisdiction of the Heidelberg courts. However, this shall not applyto the sales contracts for Heidelberg Products between Heidelberg or any of itssubsidiaries and BUHRMANN which shall be governed by the provisions ofHeidelberg’s general terms and conditions.

 

15.8.                        Neither party may assign this Agreement or any right granted hereinwithout the prior written consent of the other, which consent may notunreasonably be withheld.

 

15.9.                        If, by reason of Force Majeure (as defined below), either party isdelayed or unable, in whole or in part, to perform or comply with anyobligation or condition of this Agreement (other than an obligation to makepayments as and when due), such party will be relieved of liability and willsuffer no prejudice for failing to perform or comply or for delaying thatperformance or compliance during the continuance and to the extent of theinability so caused from and after the happening of the event of Force Majeure,provided that it gives to the other party prompt notice of its inability andreasonably full particulars of the cause of the inability. If notice is notpromptly given, such party will only be relieved from performance or compliancefrom and after the giving of notice. Such party will use reasonable commercialefforts to remedy the situation and remove, so far as is possible, withreasonable dispatch, the cause of its inability to perform or comply, provided,however, that settlement of strikes, lockouts and other industrial disputeswill be within the sole discretion of such party. Such party will give promptnotice of the cessation of Force Majeure. Force Majeure means any cause of anykind whatsoever not reasonably within the control of a party and includes,without limitation, acts of God and the public enemy, the elements, fire,accidents, vandalism, sabotage, breakdowns or accident to equipment orsoftware, power failure, failure or delay or disruption of transportationfacilities, inability to obtain or curtailment of supplies of materials,equipment, computer software or labour required to perform or comply with anyobligation of this Agreement, strikes, lockouts or any other industrial, civilor public disturbances, any laws, orders, rules, acts or restraints of anygovernment or governmental body or authority, civil or military, including theorders and judgments of courts. For greater certainty, Force Majeure does notinclude causes reasonably within the control of a party to this Agreement.

 

15.10.                  Any notice or other communication required or permitted to be givenmust be in writing and given by facsimile or other means of electroniccommunication or by hand-delivery. Any notice, if sent by facsimile or othermeans of electronic communication, will be deemed to have been received on thebusiness day following the sending, or if delivered by hand will be deemed tohave been received at the time it is delivered to the applicable address notedbelow either to the individual designated below or to an individual at thataddress having apparent authority to accept deliveries on behalf of theaddressee. Where notice must be addressed to more than one individual, the noticemust be delivered under separate cover to each individual and will be deemed tobe received on the receipt, in accordance with the foregoing, by the last ofthe addressees. Notice of change of address will also be governed by thissection 16.10, but will only be effective on actual delivery.

 

15.11.                  Notices and other communications must be addressed as follows:

 
| • | if to Heidelberg: | Heidelberger Druckmaschinen AG |
|--------|-------------------|--------------------------------|
|   |              | Attn: Holger Reichardt         |

 

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|   |                       | Vorstand Marketing  |
|--------|----------------------------|---------------------|
|   | Kurfuersten-Anlage 52 - 60 |
|   | D-69115 Heidelberg         |
|   |                       |
|   | copy to:                   | Marketing Counsel   |
|   |                       |                |
|   | Telecopier No.:            | -49-6221-92-4009 or |
|   |                       | -49-6221-92-4069    |

 

or in case of a response to a notice byHeidelberg to the address indicated on such prior notice

 
| • | if to BUHRMANN:       | Buhrmann N.V.                      |
|--------|-----------------------|------------------------------------|
|   | Attn. Mr. Carl Thomas |
|   |                  | President Graphic Systems Division |
|   |                  | copy to: General Counsel           |
|   |                  |                               |
|   |                  | Telecopier No.:                    | +31 20 65 110 03 |
|        |                       |                                    |  |  |

 

15.12.                  This Agreement may be signed in counterparts. Each counterpart willconstitute an original document and the counterparts, taken together, willconstitute one and the same instrument.

 

**IN WITNESSWHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT.**

 
| Place/Date Heidelberg, Nov. 26th,  2002 | Amsterdam, Dec, 10th, 2002 |
|-----------------------------------------|----------------------------|
|                                    |                       |
| Heidelberger Druckmaschinen AG          | BUHRMANN N.V.              |

 
| Bernhard Schreier     | Holger Reichardt    | Frans Koffrie | Carl Thomas                        |
|-----------------------|---------------------|---------------|------------------------------------|
| Chairman of the Board | Member of the Board | CEO           | President Graphic Systems Division |

 

Enclosures:

Appendix 1

 

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**Appendix 1**

 

**Termsand Conditions for Web- and Web-related Products**

 

With respect to Web- and Web-related productsas manufactured by the Heidelberg Solution Center Web as per listed inAnnex A - hereinafter called “Web-Products” - the terms andconditions of the Distributor Agreement shall apply together with the terms andconditions of this Appendix 1, , which latter terms and conditions shallsupersede, replace, amend or modify the Distributorship Agreement.

 

**1.****                                      Distributor Agreement**.

 

With respect to the terms and conditions ofthe Distributor Agreement the Distributor Agreement will have to be interpretedas follows:

 

1.1                                 In all instances where the term “Heidelberg Products” is used thisshould be replaced by “Web Products”.

1.2                                 The following sections of the Distributor Agreement are notapplicable 4.6; 6.1; 8.1; 8.2; 8.9, first sentence; 10.1; 14.4

1.3                                 The following sections of the Distributor Agreement need to beamended:4.7: delete: “Barcelona”

8.3: replace by: “ Heidelberg will furnishBUHRMANN on a regular basis with its current export price lists forWeb-products and reserves the right to change such price lists with writtennotice to BUHRMANN, given reasonably in advance. Price changes shall not affectorders which have already been accepted by Heidelberg.”

14.5: replace by: “In case of any terminationof this Agreement Heidelberg shall be obliged to pay compensation to BUHRMANNfor any pending order which has at least been substantially prepared byBUHRMANN as follows: if Heidelberg has confirmed the order, it will pay thecommission that would otherwise be payable pursuant to this Appendix 1; ifHeidelberg has not yet confirmed the order it will pay 25% of the applicablecommission rate as set forth in Annex B, provided that BUHRMANN presents toHeidelberg a written list of prospective orders (indicating the customer andthe Heidelberg Product in question) within 15 days after termination has becomeeffective and that such order (or a substantially comparable and similar order)has been fulfilled by Heidelberg within 12 months after termination has becomeeffective.

 

**2.****                                      Organisation**

 

2.1                                 BUHRMANN shall maintain in the Territory a Web channel organisation in mutual agreementwith the Heidelberg Market Center Western Europe, Middle East and Africa andthe Heidelberg Solution Center Web.

 

2.2                                 The appointmentand/or dismissal of Sales and Management staff active in this product segment,shall only be done in mutual agreement with the Director of Heidelberg MarketCenter Western Europe, Middle East and Africa.

 

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** **

**3.****                                      Commission sales**

 

3.1                                 Products are distributed by BUHRMANN on a commission basis, i.e.Heidelberg enters into a sales contract with the end user of the products andBUHRMANN receives a commission as specified in the commission schedule as perAnnex B.

 

3.2                                 Heidelberg reserves the right to change said commission schedulefrom time to time, after consultation with BUHRMANN and by written notice toBUHRMANN. However, no change shall be effective with respect to any orderreceived through BUHRMANN within the first three months following such notice.The commission schedule as determined by Heidelberg shall maintain a levelwhich ensures a profitable business for BUHRMANN.

 

3.3                                 On orders received and accepted upon a negotiated price basis whichdiffers in an exceptional way from the export list price of the respectiveproduct, the commission rates as per Annex A shall be discussed between theparties and may be adjusted depending upon the circumstances of the relevanttransaction such as the efforts of both parties to achieve the transaction andthe interest of any of the parties to conclude the transaction.

 

**4.****                                      Terms of Payment**

 

4.1                                 Any commission payable by Heidelberg to BUHRMANN for Products soldon a commission basis will be credited after shipment in proportion to cashpayments received by Heidelberg from the purchasers. Heidelberg shall not beliable for payment of any unpaid commission on Products, which Heidelbergrepossesses as a result of failure by the purchaser to pay any balance of thepurchase price.

 

4.2                                 Further, when Products are sold by BUHRMANN on a commission basisand are later returned with Heidelberg’s consent by the purchaser for credit,Heidelberg shall be entitled to a reasonable refund from BUHRMANN.

 

4.3                                 In case of any order cancellation by the customer, any paidcommission is to be refunded and no additional commission is due.

 

4.4                                 Any commission payable by Heidelberg for spare parts sold directlyto the customer will be credited within 20 working days after the end of eachquarter on the statement of all parts (ex works value) shipped during therelevant quarter.

 

**5.****                                      Sales Contracts**

 

In case of a commission sale a sales contractaccording to Heidelberg Web Systems General conditions as per Annex C shall besigned with the end user.

 

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**Annex A**

 

**Web-Products**

 

•                  **CommercialPresses**

 

M-600 (A24, B24, C24)

M1000B

Prinstream 100

Sunday 2000 (16, 24)

Sunday 3000 (3000i, 16, 24)

Sunday 4000 (4000i, 32S, 48, 64)

 

•                  **Folders**

 

•                  **Splicers & Dryers (Contiweb, The Netherlands)**

 

**•****                  Newspaper Presses**

 

Mercury

V-30

Mainstream 80

 

•                  **Finishing Products (Mailroom/Bindery)**

 

•                  **All spare parts, auxiliaries and components related tothe above mentioned products**

 

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**Annex B**

 

**Commission Schedule**

 
|        |   | **Press  & Folder**                   |   | **Auxiliaries** |   |
|-------------|--------|-------------------------------------------|--------|-----------------|--------|
| Sunday 2000 |   | 5                                         | %      | 4               | %      |
| Sunday 3000 |   | 5                                         | %      | 4               | %      |
| Sunday 4000 |   | 5                                         | %      | 4               | %      |
| M-600       |   | 8                                         | %      | 4               | %      |
| PrintStream |   | 10                                        | %      | 4               | %      |
| Mercury     |   | 12                                        | %      | 4               | %      |
| V-30        |   | 12                                        | %      | 4               | %      |
|        |   |                                      |   |            |   |
| Mainstream  |   | Determined on a project by  project basis |   |
| Spare Parts |   | 5% (to be confirmed)                      |   |

 

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**Annex C**

**General SalesConditions**

 

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