Exhibit 10.C.1
Purchase Contract
between
DSG TEK Limited, Boythorpe Works, Chesterfield, Xxxxxxxxxx X00 0XX, Xxxxxx
Xxxxxxx
(hereafter "DSG TEK")
and
IVF XXXXXXXX XX, Xxxxxx-xxx Xxxxx-Strasse, CH-8212 Neuhausen am
Rheinfall
(hereafter "IVF")
concerning all the shares of
Vlesia AG, 9403 Goldach
(hereafter "Vlesia")
2/17
Preamble
Whereas, DSG International Ltd, with domicile in Hongkong, is a company with
world-wide activities, which has specialised in the production and distribution
of disposable nappies, incontinence products for adults, hygienic articles for
ladies and training pants products. DSG International Ltd. controls DSG TEK, a
limited company (Ltd.) under English law, with domicile in Cbesterfield. DSG TEK
is sole shareholder of Vlesia AG, a joint-stock company under Swiss law, with
domicile in Goldach. Vlesia had 63 employees (as at the date of May 31, 2000)
and mainly produces and distributes incontinence products for adults.
Approximately one-third of the turnover of Vlesia is from sales to overseas
companies of the DSG group, by means of deliveries from Vlesia to Vlesia (UK)
Ltd., DSG Pty. Ltd. (trading as Australian Pacific Paper Products), DSG Vlesia
NV and Vlesia GmbH.
Whereas, IVF is a joint-stock company under Swiss law, with domicile in
Neuhausen am Rheinfall. IVF produces and distributes medical and hygienic
products.
Whereas, based on the "Letter of Intent" dated June, 16, 2000, DSG International
Ltd. instructed its subsidiary company DSG TEK to sell all the shares of Vlesia
to IVF Internationale Verbandstoff-Fabrik Schaffhausen, which subsequently
changed its name to IVF Xxxxxxxx XX.
Now, therefore, the parties agree as follows:
Art. 1: Object for Sale
DSG TEK herewith sells to IVF all shares of Vlesia, namely 2'500 registered
shares with a par value of CHF 1'000.00 per share.
Art. 2: Purchase Price
The purchase price for the shares is CHF 8.5 mio. (eightmillionfivehundred
thousand Swiss francs).
Art. 3: Escrow Account
The parties agree to arrange for an Escrow Account with the Xxxxxxx
Kantonalbank for the purpose of depositing the purchase price payment prior to
the Closing Date, which depositing has to take place within five working days of
signing of this contract.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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The Escrow Account shall be opened in the joint names of the legal advisors of
the parties, i.e. Froriep Xxxxxxx, Xxxxxxxxxxxxxxxx 000, 0000 Xxxxxx and Xx.
Xxxx Xxxxxx, Xxxxxxxxxxxx 00, 0000 Xxxxxxxxxx (jointly the "Lawyers") having
joint signature right.
The funds in the Escrow Account shall be released at Closing. The parties hereby
undertake to instruct their Lawyers in accordance with the provisions of this
contract.
Fees and expenses related to the operation of the Escrow Account therein shall
be charged to the Escrow Account. The Lawyers' fees and expenses related to the
handling of the Escrow Account shall be borne by the parties with respect to the
Lawyer representing them.
Art. 4: Closing
4.1 Closing Date and Place
Subject to the terms and conditions of this Contract, the completion shall
take place at the Zurich office premises of Froriep Xxxxxxx, Attorneys at
Law, or any other date and place as agreed by the parties, within one week
of the receipt of final clearance by the Grundbuchinspektorat St. Gallen
confirming that the sale of Vlesia shares to IVF does not need any
governmental permission under the Federal Act on the Acquisition of Real
Estate in Switzerland by non-resident Aliens.
At the latest by November 10, 2000 DSG TEK and IVF will provide for proper
documentation evidencing the individuals' representing these companies and
DSG International Ltd. authorities to sign this Contract resp. the
Appendices (unless already done so at signing) and to close the deal with
binding effect for the companies.
4.2 Closing Obligation by IVF
IVF will instruct its Lawyer to release the deposited purchase price and
accrued interest held in the Escrow Account to an account named by DSG TEK.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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4.3 Closing Deliveries by DSG TEK
At Closing DSG TEK shall deliver to IVF the following documents:
(i) duly executed share transfers in respect of the Vlesia shares,
together with the relative share certificates duly endorsed or
other documents of title to the shares and all such waivers,
consents, approvals, authorisations and other documents
necessary for transfer;
(ii) the minutes of a board meeting approving the transfer of the
shares to IVF;
(iii) the duly signed shareholders' register of Vlesia showing IVF as
the sole shareholder; and
(iv) the resignation, with immediate effect, of the board members
(directors) of Vlesia which IVF requests and
(v) a statement of settled accounts of the board members.
Art. 5: Operation of Vlesia
IVF will take over the operational responsibility of Vlesia with all benefits
and risks as of October 23, 2000. DSG TEK undertakes to instruct the directors
of Vlesia to follow the instructions of IVF.
Art. 6: Conditions Precedent to Closing
The parties' obligation to close under this contract is subject to the final
clearance by the Grundbuchinspektorat St. Gallen and any of its supervisory
authorities confirming that DSG TEK is entitled to sell the shares according to
Article 1, and that IVF is entitled to buy these shares without approval and
without any restrictions or conditions under the Federal Act on the Acquisition
of Real Estate in Switzerland by non-resident Aliens, as otherwise this Contract
shall become null and void and each party shall return to the other party
whatever it has received under this contract.
Art. 7: Representations and Warranties of DSG TEK
In addition to the other representations and warranties contained in this
contract, DSG TEK gives IVF the following representations and warranties:
/s/ Initials IVF /s/ Initials DSK TEK
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Initials IVF Initials DSG TEK
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7.1 Concerning Share Capital and Shares:
a) The entire share capital of Vlesia is CHF 2'500'000.00 divided into 2'500
registered shares with a par value of CHF 1'000.00 per share, and is fully
paid-up.
b) DSG TEK is the rightful and unhindered owner of all Vlesia shares.
c) The Vlesia shares are free of any third-party claims.
d) Save for the restrictions according to the decision of the Bezirksamt
Rorschach dated 28th June 1994, DSG TEK can, without any restrictions,
dispose freely over all rights in and from the Vlesia shares.
e) There are no binding contracts between shareholders (e.g. Aktionars-
bindungsvertrage), no rights of the shareholders or third parties to
subscribe for shares in priority or other agreements in relation to Vlesia
shares, neither options or other rights covering the issuing of additional
Vlesia shares.
7.2 Concerning Organisational and Capital Structure of Vlesia:
a) Vlesia exists legally and is not in liquidation.
b) The excerpt from the Commercial Register concerning Vlesia dated 14.06.2000
(Appendix 1) and the Articles of Incorporation of 30.09.1994 (Appendix 2)
are complete and correct and correspond to the facts and the Articles of
Incorporation deposited with the Commercial Register; all facts relating to
Vlesia which are obligatory for registration or which are able to be
registered, are correctly incorporated in the Commercial Register.
c) The copy of the shareholders' register (which has to be established
according to Art. 686 OR; Appendix 3) is identical with the original which
is binding for Vlesia.
d) The decisions made by the board of directors and the shareholders
concerning Vlesia have been fully disclosed to IVF. The copies of the
minutes of the General Meetings of May 12, 2000 and June 15, 2000
(Appendices 4 and 5), as well as the minutes of the Board Meeting of May
12, 2000 (Appendix 6) correspond with the originals and are binding for
Vlesia.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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The Shareholders Meeting and the board of directors have not taken any
more decisions since 15.06.2000 and 12.05.2000 respectively.
7.3 Concerning the Financial Resources of Vlesia:
a) The audited annual balance sheet 1999 (Appendix 7) and the interim
statement of September 30, 2000 (Appendix 8) were drawn up in accordance
with US GAAP (generally agreed accounting principles). They fairly present
and are true and fair and are consistent with that of preceding periods
(balance sheet continuity).
b) Especially concerning the annual balance sheet 1999 (Appendix 7) and the
interim statement of September 30, 2000 (Appendix 8) on the respective
fixed dates:
aa) The assets shown are still the property of Vlesia and are not subject
to third-party claims, unless the accounts in Appendices 7 and 8 show
otherwise.
bb) The accounts receivable are collectible or sufficient provisions have
been made.
cc) All inventories consist of items of a quality and quantity useable or
saleable in the ordinary course of business as presently conducted,
except for obsolete items and items of below-standard quality all of
which have been written off or written down to net realisable value.
dd) All recognisable risks, devaluation and losses, including possible
losses from pending business have been catered for by sufficient
amounts being written off, or adjustments, or allocation to reserves.
ee) There are no contingent liabilities, other than those listed in the
Appendices of the annual balance sheet 1999 (Appendix 7) resp. the
interim statement of September 30, 2000 (Appendix 8).
c) From October 1, 2000 until the signing of this contract, the business of
Vlesia has been conducted in an orderly manner. Except from the normal
course of business and the occurrences declared in the interim statement
of September 30, 2000 (Appendix 8), no assets have been disposed of, and
no new debts incurred, nor has there been any considerable deterioration
in the business of Vlesia; further, since October 1, 2000 profits
/s/ Initials IVF /s/ Initials DSK TEK
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Initials IVF Initials DSG TEK
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have not been distributed in any way and no obligations concerning the
distribution of profits entered into.
d) All the management fees for the DSG Group, owed by Vlesia are allowed for
in the annual balance sheet 1999 and/or in the interim statement of
September 30, 0000 (xxx Xxxxxxxx 0x). As from September 30, 2000 until
signing of this contract such management fees will only be paid at maximum
the same rate as up to this date (1% of turnover with third party
customers). Payment by Vlesia of the management fees shall be made per end
of October.
e) All the equipment required for the continuation of the operation of Vlesia
is in working order.
f) The business records are in order at the time of the signing of the
contract.
7.4 Concerning Taxes and Duties:
According to the applicable law, Vlesia has submitted to the responsible
authorities all the necessary tax returns, accounts, and social security
statements correctly and in good time.
Vlesia has paid all due taxes (including indirect taxes), duties and social
security payments as well as any fixed interest on arrears, charges and
penalties.
Vlesia has made sufficient reserve provisions in the annual balance sheet 1999
(Appendix 7) and the interim statement (Appendix 8) for the taxes and charges
not yet due as at the relevant dates.
7.5 Concerning Intangible Assets
a) Vlesia has registered the trademarks "Vlesi", "Vlesi-Combi", "Vlesi-Form",
"Vlesi-Plus" and "Vlesi-Soft" according to Appendix 9 and has not granted
any licenses regarding these trademarks.
b) DSG TEK is obliged, at their own expense, to transfer any further
trademarks containing the names "Vlesia" or "Vlesi" or any adaptations of
these names, which are registered in any country under DSG TEK or any
affiliated company, to Vlesia. Applications of transfer and/or any other
formalities shall be initiated within 30 days from the signing of this
contract. DSG TEK shall send copies of these Applications and/or other
formalities with-
/s/ Initials IVF /s/ Initials DSK TEK
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Initials IVF Initials DSG TEK
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out delay to IVF. Neither DSG TEK nor any affiliated companies have granted
any licenses regarding trademarks containing the names "Vlesia" or "Vlesi"
or any adaptations of these names.
c) After the signing of this contract DSG TEK is obliged by December 1, 2000
the latest:
(i.) to stop any usage of the trademarks mentioned in paragraph 7.5a) and
of the trademarks which have to be transferred according to paragraph
7.5b);
(ii.) to stop any usage of (independent of registration as trademarks) the
names "Vlesia", "Vlesi" or adaptations of these names, both in
countries where these names are registered as trademarks and in any
other country; this prohibition of usage is also valid, if third
parties are entitled to use "Vlesia", "Vlesi" or adaptions of these
names;
(iii.) to stop any usage of the names "Vlesia", "Vlesi" or adaptions of
these names in their company name, their E-mail addresses, their
domain-names, on their homepages or in any other way and to transfer
E-mail addresses and domain-names to IVF if practicably possible.
(iv.) The above mentioned prohibitions of usage (i.)-(iii.) comprise also
the prohibition to register trademarks in any country in the world
(independent of the registration of the trademarks mentioned in
paragraph 7.5a or similar trademarks in such countries), if there is
the possibility, that consumers could confuse these trademarks with
the names "Vlesia", "Vlesi" or adaptions of these names or with the
trademarks according to paragraph 7.5a and 7.5b.
(v.) The above mentioned prohibitions of usage (i.)-(iii.) comprise also
the prohibition to deliver any products to companies which use the
names "Vlesia", "Vlesi" or adaptions of these names for the sale of
products, in their company names or in any other regard.
d) DSG TEK is obliged to order their present and future affiliated companies in
a legally binding way to transfer trademarks according to paragraph 7.5b and
to abide to all prohibitions of usage mentioned in paragraph 7.5c (i.)-(v.).
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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e) According to Appendix 12 DSG International Ltd. guarantees that all its
affiliated companies, especially "DSG-Vlesia NV", "Vlesia (UK) Ltd." and
"DSG Pty. Ltd.", abide to the rules of paragraphs 7.5b and 7.5c (i.)-(v.).
7.6 Concerning Hard- and Software
The computer software and hardware used by Vlesia in the daily running of the
business has been working normally and in accordance with the requirements of
the business. Vlesia has all the required licences for the software used, and
has paid the licence fees.
7.7 Concerning Contractual and other Legal Relationships:
a) Neither the signing nor the enforcement of this contract offends against
any law or decree, neither against a permit from the Swiss authorities save
the consent of the Grundbuchinspektorat St. Gallen, nor against a contract
which is essential for the continuation of Vlesia's business operations and
gives no other party the right to end such a contract.
b) The business activities of Vlesia do not infringe any regulations under
public law, and there are no obligations arising from earlier infringements
which are still outstanding.
c) Vlesia is not in default with any contract material for the continued
operation of the business.
d) For all claims from guarantee, late-payment, defaults or similar dues,
which up to the signing of this contract have been made or threatened by
any third party or of which DSG TEK or Vlesia have knowledge or should have
knowledge, sufficient reserve funds have been provided.
e) The dispute with Papier Fabrik Sundern is definitely settled according to
Appendix 13. There are no legal proceedings pending or threatened against
Vlesia, nor are any to be expected.
f) A schedule of outstanding purchase orders as at 30 September, 2000 is
annexed as Appendix 14. Since that date no further purchase orders for raw
materials have been entered into by Vlesia except in the ordinary course of
business. Appendix 14a contains a list of all capital investments over CHF
l0'000.-- not yet paid as per October 16, 2000.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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g) Except Appendix 15, in relation to contracts, which are essential for the
business of Vlesia, no opposite party has terminated or threatened to
terminate such a contract and no opposite party is in arrears with such a
contract.
h) Vlesia possesses all the licences and concessions and other permits from
the authorities which are necessary for the continuation of its business
operations, and Vlesia has fulfilled all obligations in connection with
such licences, concessions and other permits from the authorities.
Nothing has happened, nor are any facts known, which today or after the
expiry of a deadline to remedy infringements could cause damage to such
licences, concessions and permits, or could cause the respective
authorities to withdraw any such licences, concessions or permits.
7.8 Concerning Insurance:
DSG TEK has provided IVF with details of all insurances held by Vlesia and
warrants that the insurances are valid and that all premiums due to be paid
prior to the date hereof have been paid in full and DSG TEK is not aware of any
reason why the proposed sale would invalidate the existing insurances.
7.9 Concerning representatives of the hoard of directors, employees,
freelances:
a) The salary table contained in Appendix 16 shows a correct and complete
list of all the agreements of Vlesia with all members of the board of
directors, with all employees and with all freelances.
b) The staff welfare (pension scheme), which is part of an insurance settle-
ment with the Winterthur Life, fulfils all the legal requirements and
stipulations; there are no third-party claims or obligations of Vlesia on
the pension scheme which were not noted in the annual balance sheet of
1999 (Appendix 7) or the interim statement of September 30, 2000 (Appendix
8) or which would exceed the provisions made in the annual balance sheet
of 1999 or the interim statement of September 30, 2000; no other pension
concessions than under the pension scheme of the Winterthur Life have been
made to representatives of the board of directors, employees or free-
lances and Vlesia has no contractual liability to make any contributions
to any personal pension scheme of any representatives of the board of
direc-
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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tors, employees and freelances. All contributions payable to the pension
scheme have been paid or provided for.
c) With the exception of the above-mentioned salary- and social benefit
claims, no financial claims or expectancies (Anwartschaften) of any kind
against Vlesia exist, e.g. retirement pension-, death-, illness-,
invalidity- or other support claims of existing or previous
representatives of the board of directors, employees or freelances.
7.10 Concerning completeness and correctness of the information:
This contract and its appendices contain no untrue information and there is no
omission, which lets the given information in this contract and its appendices
appear untrue.
7.11 Concerning environmental regulations and old contaminated waste dumps
Since the date of the environmental report dated 30 May 1994 (Appendix 17) the
business activities of Vlesia have fulfilled and continue to fulfil all relevant
environmental regulations. DSG TEK guarantees that Vlesia has not committed any
act since such date which, based on the environmental regulations (especially
legislation for water and environmental protection) or private legislation,
could lead to a public or private prosecution against Vlesia or to the
imposition of costs by the authorities on Vlesia or on other persons with
contractual claims or claims in rem to Vlesia's land.
7.12 Concerning limitations on DSG TEK's liability
a) In paragraph 7.12 "Claim" means any claim for breach of or non-compliance
with this contract (including any warranty claim or tax claim).
b) Save for paragraph 7.10 IVF admits and acknowledges that it has not en-
tered into the contract in reliance upon any warranties, guarantees,
representations, covenants, undertakings, indemnities or other statements
whatsoever other than those expressly set out in the contract and IVF
acknowledges that DSG TEK have not given any such warranties,
representations, covenants, undertakings, indemnities or other statements,
in particular no guarantee is given to the achievement of any forecast.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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c) No Claim shall be admissible and DSG TEK shall not be liable under
any of the representations and warranties or any other provision
of the contract:
(i) to the extent that provision, reserve or allowance has been
made in respect of the subject matter of the Claim in the
revised annual balance sheet from 1999 (Appendix 7) and/or
the interim statement of September 30, 2000 (Appendix 8) or
to the extent that the subject matter of the Claim was
specifically referred to in this contract; or
(ii) to the extent that such liability arises or is increased as
a result of any change or changes in legislation (primary or
delegated) including without limitation any increases in
rates of taxation or the introduction of any changes or new
form of taxation or in the practice of the taxation
authorities or any other relevant authority occurring after
completion whether or not with retrospective effect; or
(iii) to the extent that such liability occurs or arises as a
result of or is otherwise attributable wholly or partly to
any voluntary act, transaction or omission of Vlesia or IVF
or their respective directors, employees or agents after
completion.
d) The aggregate liability of DSG TEK in respect of all Claims shall
not exceed the purchase price according to Article 2.
Art. 8: Vlesia (UK) Ltd. and DSG Vlesia NV
The Appendices 18 and 19 contain a list of all the current customers of Vlesia
(UK) Ltd. and DSG Vlesia NV. In the Appendices 20 and 21 there are also copies
of all current, written contracts between Vlesia (UK) Ltd. resp. DSG Vlesia NV
and their customers.
Both companies had at their disposal in stock the goods listed in Appendices 22
and 23, as at September 30, 2000. Since that date no purchase orders for Vlesia
products have been entered into by Vlesia (UK) Ltd. or DSG Vlesia NV except in
the ordinary course of business. After the signing of this contract Vlesia is
not obliged to deliver any more products to Vlesia (UK) Ltd. and DSG Vlesia NV.
Appendices 24 and 25 contain legally binding declarations from Vlesia (UK)
Ltd., resp. DSG Vlesia NV in favour of IVF signed by DSG International Ltd.,
which contain the following points:
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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(i.) Confirmation of the completeness and correctness of
Appendices 18/19, 20/21 and 22/23;
(ii.) Duty of both companies towards IVF, to inform their customers
(Appendices 18 and 19) that as from 1.12.2000, orders should
be placed directly with Vlesia, resp. duty of both companies,
as from 1.12.2000 to pass on orders from existing customers
(Appendices 18 and 19) and from new customers to Vlesia;
(iii.) Duty of both companies, in a written declaration signed by
each single company and IVF/Vlesia according to Appendix 26,
informing their customers (Appendices 18/19) that IVF is the
new owner of Vlesia and according to Appendix 26a that a
company of the Xxxxxxxx-Group intends to enter into contracts
with the customers of the two companies, and that these
customers will be released from their contracts with Vlesia
(UK) Ltd. and DSG Vlesia NV;
(iv.) Duty of both companies to undertake nothing which could
hinder their customers (Appendices 18 and 19) from entering
into contracts with IVF/Vlesia;
(v.) Duty of both companies, as from 1.12.2000, not to sell any
more products which were manufactured by Vlesia.
(vi.) Declaration of both companies, that they have no claims for
remuneration for goods supplied after 1.12.2000 to customers
according to Appendices 18 and 19 or any other customers,
apart from those explicitly listed below. Especially exempt
is any commission on turnover, or the like.
IVF/Vlesia undertake during the period from date of signing this contract to
November 30, 2000, to take no action to hinder customers of Vlesia (UK) Ltd.
and DSG Vlesia NV to continue buying Vlesia Products from these two companies.
Vlesia (UK) Ltd. and DSG Vlesia NV have the right until 30. November
2000, to sell their stocks, according to Appendices 22 and 23 to their customers
in their own name and for their own profits. IVF/Vlesia are obliged to buy back
the products listed in Appendices 22 and 23, which have not been sold by the
end of November 2000 not later than December 31, 2000, at the prices listed in
these appendices, provided they are products from Vlesia's current assortment.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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The two companies will be reimbursed by IVF/Vlesia for the costs of
handling and storage at a rate of 7% of the total value of the goods to
be bought back.
The Xxxxxxxx Companies in England, resp. Belgium shall, after the
signing of this contract, enter into discussions with the employees of
Vlesia (UK) Ltd., resp. DSG Vlesia NV who are directly connected with
the incontinence-business of these companies, with regard to
employment, provided these employees apply to the Xxxxxxxx Companies
concerned by November 30, 2000.
Art. 9: DSG Pty. Ltd. (trading as Australian Pacific Paper Products)
IVF is obliged to supply DSG Pty. Ltd at the prices and under the conditions
according to Appendix 27, as far as the orders are in the ordinary course of
business regarding quantities until 31.12.2000.
DSG TEK and, according to Appendix 28, also DSG International Ltd. confirm that
no agreements exist which would oblige Vlesia to also supply DSG Pty. Ltd. after
31.12.2000. The parties will, however, after the signing of this contract,
discuss whether and in what form the supply to DSG Pty. Ltd. after 31.12.2000
would be possible.
DSG Pty. Ltd. will, however, have the right to order until March 31, 200l at
prices and under conditions determined by IVF. DSG Pty. Ltd. will have the right
to sell its stock of Vlesia Products.
Art. 10: Warranty
10.1 Time limit:
IVF can claim for untrue assurances given in this contract and
infringement of representations and warranties given in this contract,
up to 24 months after the time of the signing of the contract,
infringements pertaining to assurances and guarantees concerning taxes
and duties up to two months after the validity of the respective
assessment (with later alterations of the already valid assessments,
two months after the validity of the new assessment). This limit counts
as observed if IVF notifies DSG TEK of the claim in writing before the
expiry of the guarantee limit, and within 60 days after the expiry of
the limit, has commenced legal proceedings or prosecution. The legal
inquiry and claims periods according to Art. 201 OR and 210 OR are
waived.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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10.2 Legal consequences:
If any of the assurances, representations or warranties stated in the
contract are completely or partly incorrect, DSG TEK is obliged to put IVF
or - if so claimed by IVF - Vlesia in the position it would be in, if the
assurances, representations and guarantees made had been correct. The
remaining rights of IVF by law or from this contract remain reserved
(especially claims related to cancellation of the contract or compensation
for damages or the possibility of action for nullification of the contract
because of error (Art. 23 ff. OR) or deception (Art. 28 OR).
Art. 11: Secrecy; Press release
11.1 The parties agree to treat the provisions of this contract as
confidential, except if they are legally bound to inform third
parties. DSG TEK has already informed Vlesia's employees of the
intention to reach agreement with IVF.
11.2 After the signing of this contract, both parties together make a
press release, the text of which must adhere exactly to the
formulation in Appendix 29. Furthermore after the signing of this
contract, both parties together inform Vlesia's clients with a
letter, the text of which must adhere exactly to the formulation in
Appendix 30.
11.3 The parties may make such other announcements in other countries as
they agree between themselves or as they are required to make by law
or any regulatory authority.
Art. 12: Invalidity of the terms of contract
If any of the terms of this contract should be invalid, become invalid or be
declared invalid, this does not affect the validity of any of the other terms.
The invalid, resp. ineffective terms should be replaced by others, which are
valid in form and content, and which come closest to the purpose and intent of
the invalid resp. ineffective terms.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
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Art. 13: Communications
All communications with respect to this contract are to be made by registered
letter to the address below, unless neither of the respective parties have
informed of a change of address, and the other party has taken note of this
change of address:
To the buyer: IVF XXXXXXXX XX, Xxxxxx-xxx-Xxxxx-Xxxxxxx, 0000
Neuhausen am Rheinfall
To the seller: DSG TEK Ltd., Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxx
X00 0XX, Xxxxxx Xxxxxxx
Art. 14: Costs
Each party pays its own costs, as well as those of their advisors in connection
with this contract. Different regulations in this contract remain reserved.
Art. 15: Copies of the Contract / Entirety of Contract
This contract will be drawn up in 4 originals, two of which shall be initialled
through on every side. Each party receives two copies.
This contract contains the entire agreement between the parties. It replaces all
previous oral or written agreements and arrangements in this connection. The
Appendices form an integral part of this contract.
Art. 16: Applicable Law
This contract and all disputes arising out of this contract shall be governed by
Swiss law.
Art. 17: Jurisdiction
Place of jurisdiction is the Commercial Court in St. Gallen.
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
17/17
For DSG TEK Ltd.:
Frauenfeld, October 20, 2000 /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
For IVF Xxxxxxxx XX:
Frauenfeld, October 20, 2000 /s/ Xx. Xxxxxxx Xxxxxxx
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Xx. Xxxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
/s/ Initials IVF /s/ Initials DSG TEK
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Initials IVF Initials DSG TEK
