Exhibit 4.14


 


HEIDELBERG Distributor Agreement


 


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


 


between


 


Heidelberger Druckmaschinen Aktiengesellschaft,


a corporation
incorporated 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


 


Buhrmann
NV,


 


a corporation incorporated under the laws of
the 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 the
Heidelberg-Group develops, assembles, manufactures, licenses, distributes,
provides, sells and services prepress, press and postpress systems,
complementary equipment, accessories, software, training, consulting services
and consumables (as defined in section 1) for the printing and graphic arts
industry on worldwide basis.


 


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


 


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


 


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


 


NOW THEREFORE
IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT
THE PARTIES AGREE AS FOLLOWS:


 


1.              Appointment; Ownership and Management


 


Heidelberg hereby appoints BUHRMANN as its
non-exclusive distributor of Heidelberg Products within the Territory, subject
to the terms and provisions of this Agreement. Heidelberg grants to BUHRMANN
the right, subject to the terms and provisions of this Agreement, to purchase
all Heidelberg graphic arts products including spare parts, accessories and
components thereof (hereinafter called “Heidelberg Products”) excluding Heidelberg
Digital- and NexPress-products for resale in the Territory. Web- and
web-related products (hereinafter called “Web-Products”) shall be marketed on a
commission 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’s
request) that Heidelberg Products are sold by Heidelberg to customers on a
direct basis with a commission payable to BUHRMANN.


 


2.               Territory


 


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


 


for Heidelberg Products:


 


the Netherlands, Belgium, Luxemburg, 

Italy incl. San Marino and Vatican City,

Greece and

Spain incl. Andorra,


 


for Web-Products:


 


the Netherlands, Belgium, Luxemburg, 

Italy incl. San Marino and Vatican City and

Greece.


 


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


 


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3.               Heidelberg
Products


 


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


 


BUHRMANN shall refrain from making any offer
or commitment to customers or prospective customers with respect to the
alteration or modification of the specifications and/or configurations of
Heidelberg Products as released or recommended by Heidelberg, without the prior
written agreement of Heidelberg.


 


4.               BUHRMANN’s
obligations


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.8.                              to maintain, to provide for and to up-date an appropriate data
processing system and software with respective interfaces as recommended by
Heidelberg allowing the exchange and processing of all electronical data and
information relevant according to this Agreement with Heidelberg’s data
processing system and software (currently R3 of SAP). Heidelberg will issue and
distribute certain sales and service information only as electronic data files.
Processing these data may require the application of software systems which are
not generally available; Heidelberg undertakes to supply such software systems
to BUHRMANN at appropriate and reasonable rates and charges;


 


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


 


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


 


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


 


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


 


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


 


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


 


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5.               Heidelberg’s
obligations


 


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


 


5.1.                              to give BUHRMANN’s personnel access to Heidelberg’s training
facilities and programs at its established rates and charges as may be adjusted
by Heidelberg from time to time;


 


5.2.                              to give BUHRMANN, subject to Heidelberg’s capacities, access to its
demonstration facilities at its established rates and charges as may be
adjusted 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 as
required by BUHRMANN in paper form and / or as electronic data files at its
established rates and charges as may be adjusted by Heidelberg from time to
time; insofar as instruction manuals are concerned Heidelberg is obliged to
deliver such in accordance with applicable EU-regulations. If there are any
alterations necessary according to local law BUHRMANN will advise Heidelberg of
such and Heidelberg will make the necessary adjustments.


 


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


 


6.               Non-Exclusive
Co-operation; Confidentiality; Subdealers; No Agent


 


6.1.                              Heidelberg grants to BUHRMANN the non-exclusive right to sell and
service Heidelberg Products which right is given to BUHRMANN and its
Subsidiaries in the Territory.. BUHRMANN shall appoint subdistributors for sale
or for service work related to the Heidelberg Products only with Heidelberg’s
prior written consent. On Heidelberg’s request BUHRMANN shall investigate the
economic case to establish a subdistributor system for certain Heidelberg
Products such as new printing technology, software products, supplies or non
complex prepress products which require different marketing and sales activities.  In
addition thereto, it is understood and agreed that BUHRMANN is not by this
Agreement constituted as an agent of Heidelberg for any purpose whatsoever and
BUHRMANN agrees to refrain from so representing itself and from purporting to
accept any order and from purporting to create any contractual obligation or
other obligations for Heidelberg without first obtaining express permission in
writing signed by an executive officer of Heidelberg.


 


6.2.                              BUHRMANN shall not solicit orders or maintain delivery stocks or
establish branches outside the Territory and shall inform Heidelberg (or such
other 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 fulfilling
unsolicited orders from customers residing in other territories within the
European Community.


 


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


 


6.4.                              Heidelberg, in consultation with BUHRMANN, will actively support and
mutually coordinate pre-sales and after sales activities against appropriate
charges.


 


6.5.                              BUHRMANN shall keep confidential and shall not disclose to any third
party information received from Heidelberg containing or dealing with any
future Heidelberg Product, sensitive technical matters (e.g. quality issues,
technical innovations etc.), trade secrets or business secrets of Heidelberg or
any other confidential information concerning Heidelberg, its subsidiaries
and/or its customers, if so designated by Heidelberg, or if such information should
reasonably be expected by BUHRMANN to be of confidential nature. The same shall
apply to commercial and financial information, trade or business secrets
disclosed by BUHRMANN to Heidelberg which shall be kept confidential and not be
disclosed by Heidelberg.


 


6.6.                              BUHRMANN shall not sell or represent products and technical
components for the graphic arts industry which could cause technical problems
for or damages to the Heidelberg Products if interconnected and/or combined
with them.


 


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


 


7.              Trademarks; Patents; Technical Co-operation


 


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


 


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


 


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


 


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


 


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


 


7.5.                              BUHRMANN undertakes to closely co-operate with Heidelberg in the
technical field for the purpose of modifying and/or improving the Heidelberg
Products in accordance with customer requests. BUHRMANN shall report and assign
to Heidelberg all of its right, title and interest in and to any improvement or
new development in this respect, even if it is patentable. In such case
BUHRMANN shall receive a reasonable compensation mutually agreed upon by the
Parties. BUHRMANN undertakes - to the extent legally possible - to change new
employment contracts in such a way that inventions are owned by the respective
BUHRMANN 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 purchased
for resale shall be those prices as set forth on the Heidelberg lists of
established distributor net prices or, where applicable, customer retail ex
works pricesand discounts, in effect at the time of shipment as may be adjusted
by Heidelberg from time to time in accordance with 8.3, less all applicable
discounts then granted to BUHRMANN in accordance with the discount schedules in
effect at the time the order for such Heidelberg Product is accepted by
Heidelberg. If an established price is not available for a certain Heidelberg
Product, BUHRMANN shall be required to obtain Heidelberg’s price to BUHRMANN
for the respective Heidelberg Product before BUHRMANN’s quoting to the
customer.


 


8.2.                              BUHRMANN shall advise Heidelberg for benchmark purposes of its price
calculation and resale prices on Heidelberg Products (including costs of
installation, if any) which BUHRMANN shall establish in its sole discretion. In
addition, BUHRMANN shall advise Heidelberg and explain to Heidelberg in detail
its price calculation also for a particular case, if so requested by
Heidelberg.


 


8.3.                              Heidelberg will furnish BUHRMANN on a regular basis with its current
distributor net price lists or, where applicable, with its current customer
retail ex works price lists and discount schedules , if applicable, and
reserves the right to change its price lists and discount schedules with
written notice to BUHRMANN given reasonably in advance. Price changes shall not
affect orders which have already been accepted by Heidelberg.


 


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


 


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


 


8.6.                              In case a Heidelberg Product is sold on a commission basis in one
territory and shipped, at the customer’s request, to another territory and at
least two sales and service units (“SSUs”, for the purpose of this Agreement
comprising of Heidelberg, Heidelberg Subsidiaries as well as BUHRMANN
Subsidiaries) are involved, Heidelberg shall decide in its sole discretion the
allocation of the commission payable to each of the SSUs. Such decision shall
be final and binding. In no event shall the aggregate of all such allocations
exceed 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 or
commission will be applicable.


 


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


 


8.9.                              Payment for the Heidelberg Products purchased by BUHRMANN for resale
shall be made in accordance with the current terms of payment agreed upon
between the parties.  Heidelberg
reserves the right in its sole discretion to cancel or terminate any order or
to postpone the delivery of the ordered Heidelberg Product if agreed upon down
payments are not fully made when due or the payment of the Heidelberg Product
becomes uncertain. Substantial and/or repeated breaches of BUHRMANN’s payment
obligations 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 best
efforts to support and advise the customers also in that respect. Upon request
Heidelberg can, but is not required to, offer financing itself and /or through
third 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, experts
or consultants and except for work carried out by Heidelberg persuant to
Heidelberg’s warranty obligations, BUHRMANN undertakes at its own risk, cost and
expense to be responsible for the installation, warranty performance, service,
repair and maintenance work on the Heidelberg Products on customers’ sites in
the Territory. BUHRMANN shall maintain sufficient and properly trained service
and training personnel and shall provide for necessary equipment (e.g. assembly
tools, machinery for installation of Heidelberg Products, tools, spare parts).


 


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


 


9.3.                              BUHRMANN shall comply with Heidelberg’s general service policy and
standards, shall participate in and support retrofit or up-date/upgrade
programs of Heidelberg, all of which shall have been communicated to BUHRMANNS
Subsidiaries in writing, and shall establish a flexible service structure which
allows the same degree of quality of service work and the same response times
as provided by the majority of Heidelberg’s other sales and service units.


 


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


 


10.         Spare Parts for Heidelberg
Products


 


10.1.                        BUHRMANN shall maintain at all times a sufficient and reasonable
inventory of spare parts for and components of Heidelberg Products in order to
meet customer’s needs and to achieve the goals according to section 10.3 of
this Agreement. Spare parts and software which are directly sold by Heidelberg
to the customers in the Territory (e.g. via Internet) may be excluded from
aforesaid obligation.  Heidelberg shall deliver  spare parts
and components for Heidelberg Products to BUHRMANN’s Subsidiaries within
reasonable time


 


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


 


11.         Reporting and Benchmarking


 


11.1.                        BUHRMANN agrees to establish and maintain a list of all purchasers
and all owners of Heidelberg Products within the Territory which shall be in
compliance with Heidelberg’s reasonable recommendations for a customer data
base which will be communicated to BUHRMANN in writing. Heidelberg and BUHRMANN
shall establish annual meetings for a comprehensive discussion of market
potentials and market prices of the Heidelberg Products and competitive
products in the Territory and BUHRMANN shall inform Heidelberg at least once a
year about its market share in the Territory which information shall be
detailed for each Heidelberg Business Unit as applicable for the different
Heidelberg Products.


 


11.2.                        BUHRMANN shall participate in the Heidelberg marketing and service
reporting system and report such information and data as reasonably requested
by Heidelberg from time to time. In addition hereto, BUHRMANN shall produce in
advance on an annual basis business plans with a commitment to be discussed and
agreed upon with the respective Heidelberg Business Unit, if so requested by
Heidelberg. In any event, BUHRMANN shall inform Heidelberg about all lost
orders and the reasons for such, particularly if an already forecasted sale of a
Heidelberg 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 annual
audited financial statements presented within six months following the closing
of its fiscal year and on a monthly basis its marketing and service reports
related to BUHRMANN’s Subsidiaries. Additionally, BUHRMANN remains obligated to
inform Heidelberg immediately about its financial condition whenever a situation
arises which could substantially affect BUHRMANN’s ability to comply with its
obligations under this Agreement.


 


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


 


11.5.                        BUHRMANN shall, on a case by case basis, inform Heidelberg about
forthcoming political or legal changes in the Territory which could affect
Heidelberg’s market share or the sale of Heidelberg Products in the Territory
(e.g. changes of tax or export control laws; expansions or changes in
environmental or machine safety regulations) and about the activities of
Heidelberg’s competitors in the Territory.  BUHRMANN shall also establish and maintain
a prospect data base similar to its customer data base to include potential and
competitor’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 year
to discuss strategic subjects. The agenda and location of any meeting will be
mutually agreed upon well in advance of the meeting and minutes will be taken
of such.


 


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


 


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


 


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


 


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12.2.                        Unless otherwise provided herein, Heidelberg’s liability shall be
limited in accordance with Heidelberg’s general terms and conditions for its
respective products as referred to in 12.1. Heidelberg shall in no event be
liable to BUHRMANN for any indirect, special or consequential damages or lost
sales or profits arising from or related to the sale or the performance of
Heidelberg Products whether arising at contract or at law and irrespective of
fault or negligence unless otherwise provided in Heidelberg’s general terms and
conditions for its respective products as referred to in 12.1. BUHRMANN agrees
to indemnify and hold Heidelberg and its subsidiaries harmless from any claim
which a customer asserts against Heidelberg and its subsidiaries. With respect
to product liability claims section 12.3 shall apply.


 


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


 


12.4.                        Delivery of the Heidelberg Products shall be performed in accordance
with the terms outlined in Heidelberg’s order confirmation or otherwise
according to Heidelberg’s general terms and conditions for the respective
products. .


 


13.         Export Control


 


13.1.                        Notwithstanding Heidelberg’s primary responsibility for complying
with all applicable export regulations, BUHRMANN agrees that it will deliver
Heidelberg Products to the customers in the Territory only in strict compliance
with the German Aussenwirtschaftsgesetz and the applicable export control laws
and regulations of the European Community and the United States. On BUHRMANN’s
request Heidelberg will make available to BUHRMANN copy of the respective
regulations or applicable parts thereof.


 


13.2.                        Both parties reserve the right to terminate, withdraw or postpone
any order for delivery of Heidelberg Products or spare parts or components
thereof to the Territory if this is in conflict with national or international
export control laws. In such case the Force Majeure provisions as per section
15.9 shall apply.


 


14.         Term, Termination and
Consequences 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. After
that initial five years period the Agreement shall continue to be in effect
unless terminated by a eighteen (18) months prior written notice by one of the
parties to the end of the calendar month.


 


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


 


14.3.                        This Agreement may be terminated without notice by either party, if
the other party repeatedly and/or substantially breaches its obligations
according to this Agreement, if the other party shall be in bankruptcy, shall
file a petition in bankruptcy, shall make an assignment for the benefit of its
creditors, shall have a receiver appointed, or if another provision of this
Agreement expressly provides for such termination. In case of change of control
of 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 shall
expire after 2 months after the change of control has become public.


 


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


 


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


 


• to repurchase any or all assembly tools, equipment for installation
of 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% for
every month since the respective item’s shipment ex works.


 


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


 


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


 


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


 


6

















 


14.7.                        Unless otherwise expressly provided herein, neither party shall be
liable to the other for loss or damage arising from or related to the
termination of this Agreement. No claim for remuneration, compensation or any
severance payment can be lodged by BUHRMANN against Heidelberg or any of its
subsidiaries in case this Agreement is terminated. Section 12.2 shall apply
accordingly.


 


15.         Miscellaneous


 


15.1.                        This Agreement supersedes and replaces all previous agreements and
understandings between Heidelberg and Heidelberg’s subsidiaries on the one side
and BUHRMANN and BUHRMANN’s subsidiaries on the other side, but without
prejudice to any claims for payment by BUHRMANN or its subsidiaries to
Heidelberg which are owed according to any such previous agreements. BUHRMANN
shall ensure that its subsidiaries will fulfil any and all obligations
resulting from this Agreement accordingly and guarantees for their financial
obligations.


 


15.2.                        This Agreement, together with its Appendices, constitutes the entire
agreement between the parties. There are no warranties, conditions, or
representations (including any that may be implied by statute) and there are no
agreements in connection with such subject matter except as specifically set
forth 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 its
directors, officers, employees or agents, to the other party or its directors,
officers, employees or agents, except to the extent that the same has been
reduced to writing and included as a term of this Agreement. Accordingly, there
will be no liability, either in tort or in contract, assessed in relation to
any such warranty, representation, opinion, advice or assertion of fact, except
to the extent aforesaid.


 


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


 


15.4.                        Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction will, as to that jurisdiction, be ineffective to the extent
of the prohibition or unenforceability without invalidating the remaining
provisions and any prohibition or unenforceability in any jurisdiction will not
invalidate or render unenforceable that provision in any other jurisdiction.
For any provision so severed there will be deemed substituted a like provision
to accomplish the intent of the parties as closely as possible to the provision
as drafted, as determined by any court or arbitrator having jurisdiction over
any relevant proceedings, to the maximum extent permitted by law.


 


15.5.                        Any waiver of, or consent to depart from, the requirements of any
provision of this Agreement will be effective only if it is in writing and
signed by the party giving it, and only in the specific instance and for the
specific purpose for which it has been given. No failure on the part of either
party 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 single
or partial exercise or waiver of any right will preclude any other or further
exercise of the right or the exercise of any other right.


 


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


 


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


 


15.8.                        Neither party may assign this Agreement or any right granted herein
without the prior written consent of the other, which consent may not
unreasonably be withheld.


 


15.9.                        If, by reason of Force Majeure (as defined below), either party is
delayed or unable, in whole or in part, to perform or comply with any
obligation or condition of this Agreement (other than an obligation to make
payments as and when due), such party will be relieved of liability and will
suffer no prejudice for failing to perform or comply or for delaying that
performance or compliance during the continuance and to the extent of the
inability 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 and
reasonably full particulars of the cause of the inability. If notice is not
promptly given, such party will only be relieved from performance or compliance
from and after the giving of notice. Such party will use reasonable commercial
efforts to remedy the situation and remove, so far as is possible, with
reasonable dispatch, the cause of its inability to perform or comply, provided,
however, that settlement of strikes, lockouts and other industrial disputes
will be within the sole discretion of such party. Such party will give prompt
notice of the cessation of Force Majeure. Force Majeure means any cause of any
kind 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 or
software, power failure, failure or delay or disruption of transportation
facilities, inability to obtain or curtailment of supplies of materials,
equipment, computer software or labour required to perform or comply with any
obligation of this Agreement, strikes, lockouts or any other industrial, civil
or public disturbances, any laws, orders, rules, acts or restraints of any
government or governmental body or authority, civil or military, including the
orders and judgments of courts. For greater certainty, Force Majeure does not
include causes reasonably within the control of a party to this Agreement.


 


15.10.                  Any notice or other communication required or permitted to be given
must be in writing and given by facsimile or other means of electronic
communication or by hand-delivery. Any notice, if sent by facsimile or other
means of electronic communication, will be deemed to have been received on the
business day following the sending, or if delivered by hand will be deemed to
have been received at the time it is delivered to the applicable address noted
below either to the individual designated below or to an individual at that
address having apparent authority to accept deliveries on behalf of the
addressee. Where notice must be addressed to more than one individual, the notice
must be delivered under separate cover to each individual and will be deemed to
be received on the receipt, in accordance with the foregoing, by the last of
the addressees. Notice of change of address will also be governed by this
section 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

  



 


7

















 


	
   

  	
   

  	
  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 by
Heidelberg 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 will
constitute an original document and the counterparts, taken together, will
constitute one and the same instrument.


 


IN WITNESS
WHEREOF 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


 


8

















 


Appendix 1


 


Terms
and Conditions for Web- and Web-related Products


 


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


 


1.                                      Distributor Agreement.


 


With respect to the terms and conditions of
the Distributor Agreement the Distributor Agreement will have to be interpreted
as follows:


 


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


1.2                                 The following sections of the Distributor Agreement are not
applicable 

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 be
amended:

4.7: delete: “Barcelona”


8.3: replace by: “ Heidelberg will furnish
BUHRMANN on a regular basis with its current export price lists for
Web-products and reserves the right to change such price lists with written
notice to BUHRMANN, given reasonably in advance. Price changes shall not affect
orders which have already been accepted by Heidelberg.”


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


 


2.                                      Organisation


 


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


 


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


 


9

















 


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 and
BUHRMANN receives a commission as specified in the commission schedule as per
Annex B.


 


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


 


3.3                                 On orders received and accepted upon a negotiated price basis which
differs in an exceptional way from the export list price of the respective
product, the commission rates as per Annex A shall be discussed between the
parties and may be adjusted depending upon the circumstances of the relevant
transaction such as the efforts of both parties to achieve the transaction and
the 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 sold
on a commission basis will be credited after shipment in proportion to cash
payments received by Heidelberg from the purchasers. Heidelberg shall not be
liable for payment of any unpaid commission on Products, which Heidelberg
repossesses as a result of failure by the purchaser to pay any balance of the
purchase price.


 


4.2                                 Further, when Products are sold by BUHRMANN on a commission basis
and 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 paid
commission is to be refunded and no additional commission is due.


 


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


 


5.                                      Sales Contracts


 


In case of a commission sale a sales contract
according to Heidelberg Web Systems General conditions as per Annex C shall be
signed with the end user.


 


10

















 


Annex A


 


Web-Products


 


•                  Commercial
Presses


 


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 to
the above mentioned products


 


11

















 


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)

  	
   

  



 


12

















 


Annex C


General Sales
Conditions


 


13