Exhibit 10.17
AMENDMENT TO THE DISTRIBUTION AGREEMENT
By this private instrument:
On the one part,
I) EDITORA ÁTICA S.A., a joint-stock company with its principal place of business at Avenida das Nações Unidas, 7221, 3rd floor, sector A, Pinheiros, Postal Code 05.425-902, in the City of São Paulo, State of São Paulo, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) under No. 61.259.958/0001-96, EDITORA SCIPIONE S.A., a joint-stock company with its principal place of business at Avenida das Nações Unidas, 7221, 1st floor, sector D, Pinheiros, Postal Code 05425-902, in the City of São Paulo, State of São Paulo, enrolled with the CNPJ/MF under No. 44.127.355/0001-11, and SARAIVA EDUCAÇÃO S.A., a joint-stock company with its principal place of business at Rodovia Presidente Dutra, km 136, block 4, module 5, Eugênio de Melo, Postal Code 12247-004, in the City of São José dos Campos, State of São Paulo, enrolled with the CNPJ/MF under No. 50.268.838/0001-39, herein represented in the form of their By-Laws, hereinafter jointly referred to simply as “PUBLISHING HOUSE”:
and, on the other part,
II) SAMPAIO E OLIVEIRA DISTRIBUIDORA DE LIVROS LTDA., a private company with its principal place of business at AVENIDA FILOMENO GOMES, 670—JACARECANGA, FORTALEZA/CE, Postal Code: 60010-281, enrolled with the CNPJ/MF under No. 22.534.185/0001-57, herein represented in the form of its Articles of Association, hereinafter simply referred to as “DISTRIBUTOR”.
the PUBLISHING COMPANY and the DISTRIBUTOR are hereinafter jointly referred to as “Parties” and individually and indistinctly as “Party”.
WHEREAS:
A) the PUBLISHING HOUSE and the DISTRIBUTOR executed, on August 1st, 2018, the Distribution Agreement (“Agreement”), for distribution, by the DISTRIBUTOR, of the PUBLISHING HOUSE’s Products in the Area of Operation encompassed by all municipalities of the State of Ceará;
B) the term of the Agreement shall end on July 31, 2019, and therefore the Parties mutually agree to extend the term for another year, from August 1st, 2019 to July 31, 2020.
NOW, THEREFORE, the Parties resolve to execute this Amendment to the Agreement (“Amendment”), which shall be governed by the following terms and conditions they mutually agree, as follows:
SECTION I- TERM
1.1. By means of this Amendment, the Parties agree to renew the term of the Agreement for another year, as from August 1st, 2019.
SECTION II—AMENDMENT TO THE SECTION ON THE SUBJECT MATTER AND EXHIBIT I
2.1. The Parties mutually resolve to amend item 1.1.2, for it to read with the following wording:
“1.1.2. During effectiveness of this Agreement, the Product catalogue, which is contained in Exhibit I attached hereto, may be amended at any time, at the sole discretion of the PUBLISHING HOUSE, or the inclusion or exclusion of Products, upon change of the Product in the distributor portal. The new catalogue may be consulted by means of the electronic address http://portaldodistribuidor.abrileducacao.com.br, which contains the entire portfolio of the publishing houses and which shall be effective immediately, substituting the previous catalogue(s) and becoming an integral part of the Agreement as the new Exhibit I.”
2.2. The Parties resolve to amend item 1.3.2, for it to read with the following wording:
“1.3.2. In consideration for the prohibition set forth in Section 1.3., item (ii) above, the DISTRIBUTOR shall be entitled to receive amounts corresponding to four percent (4%) of the total amount of the net sales of Products made by the PUBLISHING HOUSE under the Partnership Agreement in question, to be paid under the same conditions and within the same terms set forth in the Partnership Agreement, it being understood that any payment to the DISTRIBUTOR shall be conditional upon actual receipt of the respective consideration by the PUBLISHING HOUSE from the respective school. The amounts set forth in this Section 1.3.2. shall only be deemed due in the event that this Distribution Agreement is in effect at the time of the payment received by the PUBLISHING HOUSE.”
SECTION III—INCLUSION OF NEW CONDITIONS IN THE RETURN OF THE PRODUCTS
3.1. The Parties mutually resolve to include item 2.6.4, which shall read with the following wording:
“2.6.4. The returns set forth in item 2.6.1 of the base order shall have an additional percentage of six percent (6%) for the collections / works listed in Exhibit III – List of the works/collections for additional return of order, which are attached to this amendment, acquired in the period of the base order, I and II phases, provided the amount of the net financial target is reached.”
SECTION IV- INCLUSION OF OTHER CONDITIONS IN THE SECTION ON PRICE AND PAYMENT CONDITIONS
4.1 The Parties resolve to include the items specified below in Section Three of the Agreement, which shall read with the following wording:
“3.6. Based on article 290 of the Civil Code, the DISTRIBUTOR represents to be expressly aware that the credits originating from this Agreement may be subject to credit assignment, irrespective of prior consent.
3.7. In the event of late payment in excess of thirty (30) days as from the maturity date, the PUBLISHING HOUSE is hereby authorized to act as follows: to issue against the DISTRIBUTOR the applicable credit instruments, to make the collection by the means set forth in the common applicable law, to send the overdue bank bill to the Protest Office, to include the DISTRIBUTOR’s name in legally created credit protection records or services—SCPC Boa Vista/SPC/SERASA
3.8. Any forbearance by the PUBLISHING HOUSE with respect to possible violations committed by the DISTRIBUTOR, as well as failure by the PUBLISHING HOUSE to exercise any right or prerogative granted to it under this Agreement shall neither result in an amendment to this Agreement nor in a change in or wavier of said rights or prerogatives, which may be exercised at any time.
3.9. In the event of late payment in excess of thirty (30) days as from the maturity date, the DISTRIBUTOR is hereby authorized to act as follows: to suspend any sales to the DISTRIBUTOR, to cancel purchase orders and to suspend the delivery of bonus.
3.10. The obligations originating from this Agreement are binding upon the Parties, their successors and assignees on any account.
3.11. In case the PUBLISHING HOUSE is required to resort to the courts to exercise its rights set forth in this Agreement, the DISTRIBUTOR shall further incur all costs, procedural expenses and attorneys’ fees.”
SECTION V—EXCLUSION OF THE MINIMUM STOCK SET FORTH IN SECTION FOUR
5.1. The Parties mutually resolve to exclude item 4.1 (i) and to substitute Exhibit III—Minimum Stock, as specified in section 3.1 above, and therefore section 4.1 shall now read as follows:
“4.1 The DISTRIBUTOR hereby accepts, agrees and commits, under penalty of termination of the Agreement pursuant to the provisions of Section 9.4, without prejudice to the other applicable penalties, to: (i) make a purchase order in a minimum quantity for the supply of previous stock of Products for the subsequent school period, in all its phases, which shall be mandatory and not conditional upon the volume existing in the DISTRIBUTOR’s stock, the total amount of
which shall be calculated based on the parameters set forth in Exhibit IV to this Agreement (“Base Order”), which is attached hereto; and (iii) acquire the new Products launched by the Publishing House, in the quantities and in accordance with the instructions set forth in Exhibit VII (“Novelty Share”) attached hereto.”
5.2. The Parties mutually resolve to exclude the minimum stock of item 4.2, and therefore section 4.2 shall now read as follows:
“4.2 In addition to the obligations relating to Base Order and Novelty Share set forth in Section 4.1. above, of Exhibit VII, the DISTRIBUTOR hereby agrees to reach and achieve the targets mutually agreed between the Parties (“Targets”), which shall be disclosed by the PUBLISHING HOUSE after the end of the current commercial year, consistently with the definition of the school lists and market dimensioning, considering the total number of students of each region.”
SECTION VI—SUBSTITUTION OF EXHIBITS
6.1. The Parties resolve to substitute the following Exhibits: Exhibit IV—Base Order, Exhibit V—Area of Operation and Exhibit VI—Somos Code of Conduct, according to the documents attached to this amendment.
SECTION VII—AMENDMENT TO THE FINAL PROVISIONS
7.1. The Parties resolve to amend item 14.2 of the Agreement for it to read with the following wording:
“14.2. Irrespective of the provisions of Section 14.1 above, the PUBLISHING HOUSE may assign or transfer, in any form, wholly or in part, the rights or obligations set forth in the Agreement to any company of its economic group, or promote the corporate restructuring within the economic group, without the need for prior authorization by the DISTRIBUTOR.”
SECTION VIII—GENERAL PROVISIONS
8.1. All other clauses and conditions of the Agreement not expressly modified by means of this Amendment remain unchanged.
IN WITNESS WHEREOF, the Parties sign this Amendment to the Agreement in two (2) counterparts of same contents and form, in the presence of two (2) witnesses, for the production of all legal effects.
São Paulo, August 1st, 2019.
EDITORA ÁTICA S.A. | ||
(sgd) | (sgd) | |
By: Alex Miyazaki | By: Volnei Korzenieski | |
Title: Identity Card (RG): [****] | Title: Identity Card (RG): [****] | |
EDITORA SCIPIONE S.A. | ||
(sgd) | (sgd) | |
By: Alex Miyazaki | By: Volnei Korzenieski | |
Title: Identity Card (RG): [****] | Title: Identity Card (RG): [****] | |
SARAIVA EDUCAÇÃO S.A. | ||
(sgd) | (sgd) | |
By: Alex Miyazaki | By: Volnei Korzenieski | |
Title: Identity Card (RG): [****] | Title: Identity Card (RG): [****] |
SAMPAIO E OLIVEIRA DISTRIBUIDORA DE LIVROS LTDA | ||
(sgd) | (sgd) | |
By: Lúcia de Fátima Oliveira Sampaio | By: Paulo Robério Leite Sampaio | |
SAMPAIO & OLIVEIRA DISTRIBUIDORA | SAMPAIO & OLIVEIRA DISTRIBUIDORA | |
DE LIVROS LTDA | DE LIVROS LTDA | |
Title: Officer | Title: Officer | |
Witnesses: | ||
(sgd) | (sgd) | |
Name: Iracilda da Conceição | Name: Sheila de Oliveira Furlan | |
Identity Card (RG): [****] | Identity Card (RG): [****] | |
Taxpayer Card (CPF): [****] |
EXHIBIT I
Products
All active products for sale are available in the Customer Portal at the electronic address: http://portaldodistribuidor.abrileducacao.com.br
EXHIBIT II
Discount Percentages, Terms of Payment, Increase Percentages for the acquisition of Products by the DISTRIBUTOR;
1. Discount Percentages. As set forth in Section 3.1 of the Agreement, the DISTRIBUTOR agrees to acquire the Products for the prices in effect on the date of the respective purchase orders, after deduction of the percentages set forth below:
Segment | Discount | |||
Didactic books | 41 | % | ||
Child Literature | 48 | % | ||
Youth Literature | 45 | % | ||
Supplementary educational books | 45 | % | ||
Atlases/Dictionaries | 48 | % |
2. Terms for Payment. Pursuant to the provisions of Section 3.2.1 of the Agreement, the DISTRIBUTOR shall observe the terms for payment of the Products as established below:
Segment | Payment Term | |
Didactic books | 65DFS | |
Child Literature | 65DFS | |
Youth Literature | 65DFS | |
Supplementary educational books | 65DFS | |
Atlases/Dictionaries | 65DFS |
3. Base Order. Discount percentages and Terms for payment of the BASE ORDER:
FIRST PHASE
DIDACTIC BOOKS | ||||||||||||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||||||||||||
Condition 1 | 41.0 | % | 4 Installments | 03/01/2020 | 04/01/2020 | 05/01/2020 | 06/01/2020 | — | — | |||||||||||||||||||||||
Condition 2 | 39.5 | % | 5 Installments | 04/02/2020 | 04/23/2020 | 05/14/2020 | 06/04/2020 | 06/25/2020 | — | |||||||||||||||||||||||
Condition 3 | 38.0 | % | 6 Installments | 05/03/2020 | 05/24/2020 | 06/14/2020 | 07/05/2020 | 07/26/2020 | 08/16/2020 | |||||||||||||||||||||||
CHILD LITERATURE | ||||||||||||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||||||||||||
Condition 1 | 48.0 | % | 4 Installments | 03/01/2020 | 04/01/2020 | 05/01/2020 | 06/01/2020 | |||||||||||||||||||||||||
Condition 2 | 46.5 | % | 5 Installments | 04/02/2020 | 04/23/2020 | 05/14/2020 | 06/04/2020 | 06/25/2020 | — | |||||||||||||||||||||||
Condition 3 | 45.0 | % | 6 Installments | 05/03/2020 | 05/24/2020 | 06/14/2020 | 07/05/2020 | 07/26/2020 | 08/16/2020 | |||||||||||||||||||||||
YOUTH LITERATURE AND SUPPLEMENTARY DIDACTIC BOOKS | ||||||||||||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||||||||||||
Condition 1 | 45.0 | % | 4 Installments | 03/01/2020 | 04/01/2020 | 05/01/2020 | 06/01/2020 | — | — | |||||||||||||||||||||||
Condition 2 | 43.5 | % | 5 Installments | 04/02/2020 | 04/23/2020 | 05/14/2020 | 06/04/2020 | 06/25/2020 | — | |||||||||||||||||||||||
Condition 3 | 42.0 | % | 6 Installments | 05/03/2020 | 05/24/2020 | 06/14/2020 | 07/05/2020 | 07/26/2020 | 08/16/2020 | |||||||||||||||||||||||
ATLASES/DICTIONARIES | ||||||||||||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||||||||||||
Condition 1 | 48.0 | % | 4 Installments | 03/01/2020 | 04/01/2020 | 05/01/2020 | 06/01/2020 | — | — | |||||||||||||||||||||||
Condition 2 | 46.5 | % | 5 Installments | 04/02/2020 | 04/23/2020 | 05/14/2020 | 06/04/2020 | 06/25/2020 | — | |||||||||||||||||||||||
Condition 3 | 45.0 | % | 6 Installments | 05/03/2020 | 05/24/2020 | 06/14/2020 | 07/05/2020 | 07/26/2020 | 08/16/2020 |
SECOND PHASE
DIDACTIC BOOKS | ||||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||||
Condition 1 | 41.0 | % | 3 Installments | 04/15/2020 | 05/15/2020 | 06/15/2020 | — | |||||||||||||||||
Condition 2 | 39.5 | % | 3 Installments | 05/10/2020 | 05/31/2020 | 06/21/2020 | — | |||||||||||||||||
Condition 3 | 38.0 | % | 4 Installments | 06/11/2020 | 07/02/2020 | 07/23/2020 | 08/13/2020 |
CHILD LITERATURE | ||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||
Condition 1 | 48.0 | % | 3 Installments | 04/15/2020 | 05/15/2020 | 06/15/2020 | — | |||||||||||||||
Condition 2 | 46.5 | % | 3 Installments | 05/10/2020 | 05/31/2020 | 06/21/2020 | — | |||||||||||||||
Condition 3 | 45.0 | % | 4 Installments | 06/11/2020 | 07/02/2020 | 07/23/2020 | 08/13/2020 | |||||||||||||||
YOUTH LITERATURE AND SUPPLEMENTARY DIDACTIC BOOKS | ||||||||||||||||||||||
PLAN | DISCOUNT | NSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||
Condition 1 | 45.0 | % | 3 Installments | 04/15/2020 | 05/15/2020 | 06/15/2020 | — | |||||||||||||||
Condition 2 | 43.5 | % | 3 Installments | 05/10/2020 | 05/31/2020 | 06/21/2020 | — | |||||||||||||||
Condition 3 | 42.0 | % | 4 Installments | 06/11/2020 | 07/02/2020 | 07/23/2020 | 08/13/2020 | |||||||||||||||
ATLASES/DICTIONARIES | ||||||||||||||||||||||
PLAN | DISCOUNT | INSTALLMENT PLAN | MATURITY DATES | |||||||||||||||||||
Condition 1 | 48.0% | 3 Installments | 04/15/2020 | 05/15/2020 | 06/15/2020 | — | ||||||||||||||||
Condition 2 | 46.5 | % | 3 Installments | 05/10/2020 | 05/31/2020 | 06/21/2020 | — | |||||||||||||||
Condition 3 | 45.0 | % | 4 Installments | 06/11/2020 | 07/02/2020 | 07/23/2020 | 08/13/2020 |
4. Increase Percentages. As provided in Section 6.1 (a) of the Agreement, in the sales made in the private market, the DISTRIBUTOR may increase up to 5% of the original amounts of the prices suggested by the PUBLISHING HOUSE for the Products.
EXHIBIT III
List of the works/collections for additional return base order
International Standard Book Number (ISBN) | Segment | Volume / Series | Collection | Work | ||||
9788547234218 | Primary School | 1st Grade | Ligamundo | Ligamundo Ciências 1st Grade | ||||
9788547234232 | Primary School | 2nd Grade | Ligamundo | Ligamundo Ciências 2nd Grade | ||||
9788547234256 | Primary School | 3rd Grade | Ligamundo | Ligamundo Ciências 3rd Grade | ||||
9788547234270 | Primary School | 4th Grade | Ligamundo | Ligamundo Ciências 4th Grade | ||||
9788547234294 | Primary School | 5th Grade | Ligamundo | Ligamundo Ciências 5th Grade | ||||
9788547234317 | Primary School | 1st Grade | Ligamundo | Ligamundo Geografia 1st Grade | ||||
9788547234331 | Primary School | 2nd Grade | Ligamundo | Ligamundo Geografia 2nd Grade |
9788547234355 | Primary School | 3rd Grade | Ligamundo | Ligamundo Geografia 3rd Grade | ||||
9788547234379 | Primary School | 4th Grade | Ligamundo | Ligamundo Geografia 4th Grade | ||||
9788547234393 | Primary School | 5th Grade | Ligamundo | Ligamundo Geografia 5th Grade | ||||
9788547234416 | Primary School | 1st Grade | Ligamundo | Ligamundo História 1st Grade | ||||
9788547234430 | Primary School | 2nd Grade | Ligamundo | Ligamundo História 2nd Grade | ||||
9788547234454 | Primary School | 3rd Grade | Ligamundo | Ligamundo História 3rd Grade | ||||
9788547234478 | Primary School | 4th Grade | Ligamundo | Ligamundo História 4th Grade | ||||
9788547234492 | Primary School | 5th Grade | Ligamundo | Ligamundo História 5th Grade | ||||
9788547234614 | Primary School | 1st Grade | Ligamundo | Ligamundo Matemática 1st Grade | ||||
9788547234638 | Primary School | 2nd Grade | Ligamundo | Ligamundo Matemática 2nd Grade | ||||
9788547234652 | Primary School | 3rd Grade | Ligamundo | Ligamundo Matemática 3rd Grade | ||||
9788547234676 | Primary School | 4th Grade | Ligamundo | Ligamundo Matemática 4th Grade | ||||
9788547234690 | Primary School | 5th Grade | Ligamundo | Ligamundo Matemática 5th Grade | ||||
9788547234515 | Primary School | 1st Grade | Ligamundo | Ligamundo Português 1st Grade | ||||
9788547234539 | Primary School | 2nd Grade | Ligamundo | Ligamundo Português 2nd Grade | ||||
9788547234553 | Primary School | 3rd Grade | Ligamundo | Ligamundo Português 3rd Grade | ||||
9788547234577 | Primary School | 4th Grade | Ligamundo | Ligamundo Português 4th Grade | ||||
9788547234591 | Primary School | 5th Grade | Ligamundo | Ligamundo Português 5th Grade | ||||
9788547401900 | Primary School | 1st Grade | Marcha Criança | Marcha Criança Ciências | ||||
9788547401924 | Primary School | 2nd Grade | Marcha Criança | Marcha Criança Ciências | ||||
9788547401948 | Primary School | 3rd Grade | Marcha Criança | Marcha Criança Ciências | ||||
9788547401962 | Primary School | 4th Grade | Marcha Criança | Marcha Criança Ciências | ||||
9788547401986 | Primary School | 5th Grade | Marcha Criança | Marcha Criança Ciências | ||||
9788547402037 | Primary School | 1st Grade | Marcha Criança | Marcha Criança História E Geografia | ||||
9788547402075 | Primary School | 2nd Grade | Marcha Criança | Marcha Criança História E Geografia | ||||
9788547402105 | Primary School | 3rd Grade | Marcha Criança | Marcha Criança História E Geografia | ||||
9788547402129 | Primary School | 4th Grade | Marcha Criança | Marcha Criança História E Geografia | ||||
9788547402143 | Primary School | 5th Grade | Marcha Criança | Marcha Criança História E Geografia | ||||
9788547402167 | Primary School | 1st Grade | Marcha Criança | Marcha Criança Língua Portuguesa | ||||
9788547402181 | Primary School | 2nd Grade | Marcha Criança | Marcha Criança Língua Portuguesa | ||||
9788547402204 | Primary School | 3rd Grade | Marcha Criança | Marcha Criança Língua Portuguesa |
9788547402228 | Primary School | 4th Grade | Marcha Criança | Marcha Criança Língua Portuguesa | ||||
9788547402242 | Primary School | 5th Grade | Marcha Criança | Marcha Criança Língua Portuguesa | ||||
9788547402266 | Primary School | 1st Grade | Marcha Criança | Marcha Criança Matemática | ||||
9788547402280 | Primary School | 2nd Grade | Marcha Criança | Marcha Criança Matemática | ||||
9788547402303 | Primary School | 3rd Grade | Marcha Criança | Marcha Criança Matemática | ||||
9788547402327 | Primary School | 4th Grade | Marcha Criança | Marcha Criança Matemática | ||||
9788547402341 | Primary School | 5th Grade | Marcha Criança | Marcha Criança Matemática | ||||
Being prepared | Primary School | 1st Grade | Port Linguagens | Português Linguagens -1st Grade | ||||
Being prepared | Primary School | 2nd Grade | Port Linguagens | Português Linguagens –2nd Grade | ||||
Being prepared | Primary School | 3rd Grade | Port Linguagens | Português Linguagens –3rd Grade | ||||
Being prepared | Primary School | 4th Grade | Port Linguagens | Português Linguagens –4th Grade | ||||
Being prepared | Primary School | 5th Grade | Port Linguagens | Português Linguagens –5th Grade | ||||
International Standard Book Number (ISBN) | Segment | Volume / Series | Collection | Work | ||||
9788557691919 | Junior High School | 6th Grade | PORTUGUÊS: LINGUAGENS | Português: Linguagens – 6th grade | ||||
9788557691933 | Junior High School | 7th Grade | PORTUGUÊS: LINGUAGENS | Português: Linguagens – 7th grade | ||||
9788557691957 | Junior High School | 8th Grade | PORTUGUÊS: LINGUAGENS | Português: Linguagens – 8th grade | ||||
9788557691971 | Junior High School | 9th Grade | PORTUGUÊS: LINGUAGENS | Português: Linguagens – 9th grade | ||||
9788508192946 | Junior High School | 6th Grade | Teláris | Teláris Arte 6th grade | ||||
9788508192960 | Junior High School | 7th Grade | Teláris | Teláris Arte 7th grade | ||||
9788508192984 | Junior High School | 8th Grade | Teláris | Teláris Arte 8th grade | ||||
9788508193004 | Junior High School | 9th Grade | Teláris | Teláris Arte 9th grade | ||||
9788547236793 | Junior High School | 6th Grade | Companhia das Ciências | Companhia das Ciências 6th grade | ||||
9788547236816 | Junior High School | 7th Grade | Companhia das Ciências | Companhia das Ciências 7th grade | ||||
9788547236830 | Junior High School | 8th Grade | Companhia das Ciências | Companhia das Ciências 8th grade | ||||
9788547236854 | Junior High School | 9th Grade | Companhia das Ciências | Companhia das Ciências 9th grade |
9788508193226 | Junior High School | 6th Grade | Teláris | Teláris Ciências 6th grade | ||||
9788508193240 | Junior High School | 7th Grade | Teláris | Teláris Ciências 7th grade | ||||
9788508193462 | Junior High School | 8th Grade | Teláris | Teláris Ciências 8th grade | ||||
9788508193486 | Junior High School | 9th Grade | Teláris | Teláris Ciências 9th grade | ||||
9788508193066 | Junior High School | 6th Grade | Teláris | Teláris Geografia 6th grade | ||||
9788508193080 | Junior High School | 7th Grade | Teláris | Teláris Geografia 7th grade | ||||
9788508193103 | Junior High School | 8th Grade | Teláris | Teláris Geografia 8th grade | ||||
9788508193127 | Junior High School | 9th Grade | Teláris | Teláris Geografia 9th grade | ||||
9788508193264 | Junior High School | 6th Grade | Teláris | Teláris História 6th grade | ||||
9788508193288 | Junior High School | 7th Grade | Teláris | Teláris História 7th grade | ||||
9788508193509 | Junior High School | 8th Grade | Teláris | Teláris História 8th grade | ||||
9788508193523 | Junior High School | 9th Grade | Teláris | Teláris História 9th grade | ||||
9788508193141 | Junior High School | 6th Grade | Teláris | Teláris Língua Portuguesa 6th grade | ||||
9788508193165 | Junior High School | 7th Grade | Teláris | Teláris Língua Portuguesa 7th grade | ||||
9788508193387 | Junior High School | 8th Grade | Teláris | Teláris Língua Portuguesa 8th grade | ||||
9788508193400 | Junior High School | 9th Grade | Teláris | Teláris Língua Portuguesa 9th grade | ||||
9788508193189 | Junior High School | 6th Grade | Teláris | Teláris Matemática 6th grade | ||||
9788508193202 | Junior High School | 7th Grade | Teláris | Teláris Matemática 7th grade | ||||
9788508193424 | Junior High School | 8th Grade | Teláris | Teláris Matemática 8th grade | ||||
9788508193448 | Junior High School | 9th Grade | Teláris | Teláris Matemática 9th grade |
International Standard Book Number (ISBN) | Segment | Volume/ Series | Collection | Work | ||||
9788547233792 | High School | Sophomore | CONECTE | Conecte Biologia—Volume 1 | ||||
9788547233815 | High School | Junior | CONECTE | Conecte Biologia—Volume 2 | ||||
9788547233839 | High School | Senior | CONECTE | Conecte Biologia—Volume 3 | ||||
9788547233853 | High School | Single Volume | CONECTE | Conecte Filosofia – Single Volume | ||||
9788547233723 | High School | Sophomore | CONECTE | Conecte Física—Volume 1 | ||||
9788547234713 | High School | Junior | CONECTE | Conecte Física—Volume 2 | ||||
9788547234737 | High School | Senior | CONECTE | Conecte Física—Volume 3 | ||||
9788547233877 | High School | Sophomore | CONECTE | Conecte História—Volume 1 | ||||
9788547233891 | High School | Junior | CONECTE | Conecte História—Volume 2 | ||||
9788547233914 | High School | Senior | CONECTE | Conecte História—Volume 3 | ||||
9788547233938 | High School | Sophomore | CONECTE | Conecte Matemática—Volume 1 | ||||
9788547233952 | High School | Junior | CONECTE | Conecte Matemática—Volume 2 | ||||
9788547233976 | High School | Senior | CONECTE | Conecte Matemática—Volume 3 | ||||
9788502635104 | High School | Single Volume | CONECTE | Conecte Matemática – Single Volume | ||||
9788547233990 | High School | Sophomore | CONECTE | Conecte Português Linguagens— Volume 1 | ||||
9788547234010 | High School | Junior | CONECTE | Conecte Português Linguagens— Volume 2 | ||||
9788547234034 | High School | Senior | CONECTE | Conecte Português Linguagens— Volume 3 | ||||
9788547234058 | High School | Sophomore | CONECTE | Conecte Química—Volume 1 | ||||
9788547234072 | High School | Junior | CONECTE | Conecte Química—Volume 2 | ||||
9788547234096 | High School | Senior | CONECTE | Conecte Química—Volume 3 | ||||
9788547234119 | High School | Single Volume | CONECTE | Conecte Sociologia – Single Volume | ||||
9788547233761 | High School | Sophomore | CONECTE | Conecte Geografia—Volume 1 | ||||
9788547234751 | High School | Junior | CONECTE | Conecte Geografia—Volume 2 | ||||
9788547234775 | High School | Senior | CONECTE | Conecte Geografia—Volume 3 |
EXHIBIT IV
Base Order
1. Base Order. Pursuant to the provisions of Section 4.1 of the Agreement, the DISTRIBUTOR shall make a minimum Base Order for the purchase of Products, corresponding to the amount established below:
MINIMUM BASE ORDER COMMERCIAL YEAR 2019-2020 |
(R$8,800,000.00) Eight million eight thousand Reais. |
2. The Base Order shall be made in two phases, as defined below, it being understood that the DISTRIBUTOR hereby agrees to make the Base Order in full by December 31, 2019, it being understood that the following periods shall apply to each of the phases.
BASE ORDER PHASES | ||
1st Phase - 70% | November / 2019 | |
2nd PHASE - 30% | December / 2019 |
3. For clarification purposes, the DISTRIBUTOR agrees to be aware that the Base Order shall be neither computed nor deducted from the commercial Target to be established by mutual agreement between the parties, pursuant to the provisions of Section 4.2.
4. In the event of noncompliance with the minimum Base Order within the agreed period, the DISTRIBUTOR shall incur the penalties set forth in the Agreement, as provided in Section 4.3.
EXHIBIT V
Municipalities that compose the Distribution Area
The distribution area encompasses all Municipalities of the State of Ceará.
EXHIBIT VI
SOMOS Code of Conduct
The SOMOS code of conduct was separately sent and is an integral part of this agreement.
EXHIBIT VII
Table per Segment of the Novelty Share
Table of parameters for application of purchase orders of the novelty shares.
Segment | Quantities | |||
Didactic Books | 0 | |||
Child Literature | 5 | |||
Youth Literature | 10 | |||
Supplementary educational books | 10 | |||
Atlases/Dictionaries | 5 |
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