EXHIBIT 10.11
Certain portions of this Exhibit have been deleted and filed separately with the
Commission pursuant to Rule 406. (Spaces corresponding to deleted portions
appear in brackets with asterisks.)
PURCHASE AGREEMENT
This agreement executed as of the first day of January, 1995 by and between
Printware, Inc. ("Seller") and Deluxe Corporation ("Buyer").
1. Sale and Purchase of Products. During the term of this agreement Buyer
agrees to purchase from Seller, upon the terms and conditions set forth
herein, 1440 Electrostatic Plate Material ("plate material") as per
performance specifications referenced in Schedule A entitled "Plate
Material-Premium; Spec No. D802222" and/or "Plate Material - Platinum;
Spec. No. D804444" attached hereto and made a part of this agreement
(Products). It is understood and agreed, that during each calendar year of
the term hereof, Buyer will purchase from Seller [*CONFIDENTIAL TREATMENT
REQUESTED*] rolls of plate material. Each roll of platinum-plate material
will be counted as 1.0625 rolls for calculation of total purchases.
2. Prices. During the term of this agreement, the prices for Products
hereunder shall be as follows:
ROLL PRICE
DELUXE# PRODUCT # DIMENSIONS PER ROLL ORDER LEAD TIME
- ------- --------- ---------- -------- ---------------
Q201021 802222-105 12" X 400 ft. [**] 3 months in advance of purchase
Q201022 802222-106 14.563" X 400 ft. [**] 3 months in advance of purchase
T201068 804444-105 12" X 425 ft. [**] 3 months in advance of purchase
T201069 804444-106 14.563" X 425 ft. [**] 3 months in advance of purchase
3. Shipping. Title and risk of loss shall pass to Buyer F.O.B. origin.
Charges for freight from the F.O.B. point, handling and insurance are the
responsibility of Buyer.
4. Term. This agreement shall (unless terminated as provided below) be in
effect for the period from January 1, 1995 through December 31, 1997.
5. Termination. This agreement may be terminated:
a. by either party in the event of a breach of contract, upon thirty (30)
days prior written notice to the breaching party unless the breach is
cured within such 30-day period; or
b. by either party upon written notice effective immediately if the other
party becomes insolvent, files or has filed against it any bankruptcy
petition, or makes any general assignment for the benefit of its
creditors.
6. Warranty. Seller warrants to the Buyer that the Products furnished
hereunder will be in full conformance to the specifications set forth in
Schedule A. Buyer may at its option, return to Seller for replacement or
full credit any Products which do not meet the performance specifications
herein. Seller will complete corrective action within two weeks of initial
contact.
7. Payment. A separate invoice shall be issued for each shipment made under
this agreement. Invoices shall not be issued prior to delivery of the
goods. Payment for each invoice shall be made within thirty (30) days
after date of invoice. No extra charges will be allowed unless
specifically agreed to in writing by Buyer. The payment of an invoice does
not constitute acceptance of the goods covered by the invoice.
8. Force Majeure. Neither party shall be deemed in default if its performance
or obligations hereunder are delayed or become impossible or impractical
due to acts of God, war, fire, earthquake, strike, accident or acts of
civil or military authority. Force Majeure events shall not include delays
in transportation, shortages of material, or delays by suppliers.
9. Amendments. This agreement may be modified only by writings duly signed by
authorized representatives of both parties.
10. Entire Agreement. This agreement, including the exhibits hereto,
constitutes the entire agreement between Seller and Buyer with respect to
the subject matter hereof, and supersedes all prior discussions,
correspondence and understandings between the parties relating thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PRINTWARE, INC. DELUXE CORPORATION
By: /s/ Thomas W. Petschauer By: /s/ Jay B. Skutt
------------------------------------ ------------------------------
Name: Thomas W. Petschauer 11/14/94 Name: Jay Skutt 11/10/94
---------------------------------- ----------------------------
Title: Vice President Finance and Title: Senior Vice President
Administration Manufacturing
--------------------------------- ---------------------------
SCHEDULE A
- ---------------------------------------------------------------------------
PRINTWARE INC. ENGINEERING SPEC NO. D802222
SPECIFICATION REVISION L
DATE 11/05/93
PAGE 1 of 10
- ---------------------------------------------------------------------------
PLATE MATERIAL-PREMIUM
PRINTWARE INC. CONFIDENTIAL
- ---------------------------------------------------------------------------
ORIGINATOR ENGINEERING MANUFACTURING QUALITY
PETE KENNEDY RICK PLIML WAYNE DREYER ROD CERAR
- ---------------------------------------------------------------------------
[*CONFIDENTIAL TREATMENT REQUESTED*]
AMENDMENT TO THE PURCHASE AGREEMENT
This amendment to the Purchase Agreement is made the 12th day of December, 1995,
by and between Printware, Inc. ("Seller") and Deluxe Corporation ("Buyer") and
replaces Paragraph 1 of the Purchase Agreement of January 1995.
1. SALE AND PURCHASE OF PRODUCTS. During the term of this agreement Buyer
agrees to order from Seller, upon the terms and conditions set forth
herein, 1440 Electrostatic Plate Material ("plate material") as per
performance specifications referenced in Schedule A entitled "Plate
Material-Premium; Spec. No. D802222" and/or "Plate Material-Platinum; Spec
No. D804444" attached hereto and made a part of this agreement (Products).
It is understood and agreed, that during each calendar year of the term
hereof, Buyer will order from Seller not less than 30,000 rolls of plate
material. Each roll of platinum-plate material will be counted at 1.0625
rolls for calculation of total orders.
Except as set forth above, all terms and conditions of the Purchase Agreement
shall remain unchanged and in full force and effect.
PRINTWARE, INC. DELUXE CORPORATION
BY: /s/ Thomas W. Petschauer BY: /s/ Jay B. Skutt
------------------------------------ ------------------------------
NAME: Thomas W. Petschauer NAME: Jay Skutt
---------------------------------- ----------------------------
TITLE: Executive Vice President Finance TITLE: Chief Procurement
and Chief Financial Officer Officer
--------------------------------- ---------------------------
DATE: 12/15/95 DATE: 12/12/95
---------------------------------- ----------------------------