FRAMEWORK AGREEMENT FOR INTERNATIONAL BUSINESS
COLLABORATION. Chapter I – Agreement Background. • Initially, and under the
primeval idea ...
FRAMEWORK AGREEMENT FOR INTERNATIONAL BUSINESS COLLABORATION
Chapter I – Agreement Background. Initially, and under the primeval idea of OCASA INC., from the United States of America, the advantages of setting up a Business International Network through which the companies that may constitute it were able to jointly foster those virtues and values characterizing them in their countries of origin were analyzed. As far as Organización Courier Argentina S.A. from the Argentine Republic is concerned, it was the first company to favor the celebration of a joint agreement, spreading the idea among the companies located in the South American countries, taking advantage of the extensive operative, business and of human resources network that they have. This original intention, was then promoted to the rest of the countries, through primary individual agreements for certain business of specific character; increasing in relevance the spirit of complementation as the initial proposal put into practice by each one of the companies was producing positive results, and complying with the defined stages, the previously existent business relations among them were strengthening. The companies are locally set up corporations, aiming mainly to the rendering of services to offer logistic and technological solutions to their customers, both within their countries of origin and abroad, developing, among other activities, the storage, stock control, distribution of goods in general, biological specimens for diagnosis, storage of medicines, transportation of loads in general, accumulation and transportation of values and valued goods, documentary records, digitalization of images, services of physical and electronic mailing, both for the domestic sphere as well as for activities of international courier. The conditions of the international market, into which coexist multinational companies of standardized provision of services, as well as local companies with a limited capacity, have also justified the setting up of the Network Agreement for the purpose of competition, offering an evolving alternative to the one they offer, for both quality and modality of services and geographical scope. To reach the essential goal of competitiveness, main core of this agreement, it is imperative to count on operative, administrative and commercial criteria that turn to be common to all the companies forming the Network. Working jointly, both from the operative and from the commercial aspects, and even from the administrative aspect, it is possible to consider a common image, which identifies adequately to the constituents of this International Network, ranking them higher within the local markets. This agreement for international business collaboration has been subscribed taking into account the previously stated reasons, which main unifying ideas may be seen in the hereinbelow transcribed chapters.
Chapter II - Object of the Agreement The Companies subscribing the Agreement decided to complement themselves commercially and operatively with the purpose of constituting a Global Network for Logistic and Technological Solutions, of international nature, placing at the disposal of each one of them their local structure and their expertise in the rendering of this type of services; all that without loosing their juridical, tax, patrimonial and operative individuality, and their independence regarding the management and the decision making process. To that end, the instrument reflects the conditions and the elements that will help to individualize the Network from the rest of its competitors. The Companies committed themselves to use said elements exclusively from now on, as a framework for the development of the services that they require from each other, while this agreement be in force or while each one of them remains within the system. Every one of the constituent companies of the Network will assume the generic name of “Subsidiary”, which will not have other legal consequences than those derived from the terms of the agreement. Chapter III – Founders Next are listed the founding companies, constituents of the Agreement. A.- OCASA INC. – United States of America. Domiciled at: 3450 NW 113 Court. – Miami – Florida - 33178 - USA. B.- ORGANIZACIÓN COURIER ARGENTINA S.A. (OCASA) – Argentine Republic Domiciled at: Avenida Caseros 565 - Ciudad Autónoma Buenos Aires – Repúbica Argentina. C.- OCASA URUGUAY S.A. – Eastern Republic of Uruguay Domiciled at: Av. Italia 5033 – Montevideo - CP 11400 - República Oriental del Uruguay. D.-INTERNACIONAL LATINOAMERICANA DE SERVIÇOS LTDA – Federative Republic of Brazil. Domiciled at: Av. Augusto Severo, 08 - Slj 201- Centro - Río de Janeiro - República Federativa del Brasil. E.- L&D COLOMBIA LTDA. – Republic of Colombia. Domiciled at: Carrera 100 Nro. 25 -C 11 -Bodega Nro. 5 – Fontibón - Ciudad de Bogotá República de Colombia. F.- INTERNACIONAL LATINOAMERICANA DE SERVICIOS S.A. – Republic of Chile. Domiciled at: Av. Matta 781, CP 8330953, Santiago de Chile, República de Chile. G.- LODILAT LOGISTICA S.L. – Spain. Domiciled at: C/ Ecuador 12 - Polígono Industrial Las Monjas - Torrejón de Ardoz – 28850 España. H.- INTERNACIONAL LATINOAMERICANA DE SERVICIOS S.A. de C.V. – United Mexican States. Domiciled at: Norte 3 No. 90 B Esq. Calle 28 Colonia Santa Cruz Aviación - CP 15700 - Ciudad de México - Estados Unidos Mexicanos. I.- L&D PANAMA S.A. – Republic of Panama.
Domiciled at: Costa del Este - Parque Industrial Calle 2da - Ciudad de Panamá - República de Panamá. J.- INTERNACIONAL LATINOAMERICANA DE SERVICIOS S.A. - Republic of Peru. Domiciled at: Av. Arequipa 4652 – Miraflores - L18 – Lima - República de Perú. K.- OCASA (UK) LTD – United Kingdom of Great Britain and Northern Ireland. Domiciled at: 49th High St. – Ruislip - HAH 7BD – London - United Kingdom. L. - OC LOGISTICS INDIA PRIVATE LTD – Republic of India Domiciled at: Engineering Centre - 6th Floor - 9 Matthew Road - Opera House - Mumbai 400004- India. Chapter IV - Assent to the Agreement. The Companies who subscribed the Agreement are independent legal persons, who combine commercial and operatively to the sole purpose of complying with the corporate objectives. For the above stated, the assent to the Agreement, had implied neither a change in the legal status of the constituents, nor the consolidation of a system of unified management, nor the loss of the legal, tax, accounting and patrimonial independence for each one of the constituents, resulting then that The Companies maintain their condition as independent companies, being exclusively liable for their acts, reason by which the fulfillment of the agreement shall not be interpreted as an association under a unified management. The assent to the Agreement has not implied, by any reason, the assumption of compromises by installments, minimums, maximums, reductions, discounts, etc., for the services that The Companies freely demand from each other, being in all cases the free will of every one of them to ask to the other party the fulfillment of said compromises. In this way, the liabilities before the customers will fall to the company head with whom the service was contracted, and the contingent internal complaints among members of the network will be solved among them. The Companies will not be responsible, neither individually, nor jointly, in no aspect by acts, contracts, compromises, promises or statements, whether financial, labor or of other kind, carried out by one of them to third parties, unless there is an express consent in contrary. In relation to the use of the OCASA trademark, The Companies stated to be the owners of it in their respective countries, or to have the pertaining authorizations to use it. Chapter V – Image Elements. As a characteristic aspect of their identification they agreed on the common use of certain elements that make up the identification of the Network before the user public and which are listed below. Consequently, from the same moment of putting this agreement into effect, the companies subscribing it will stop using their own ones, to replace them for these listed next:
Name: The fancy name adopted by the companies that constitute the Network is “OCASA”. The network’s representative color is calypso (PANTONE 320) All that related to the design and wearing of the uniforms by the staff of each subsidiary, institutional introduction, telephone messages, and all that pertaining to the Network identifying elements and the use of the trademark and image, shall be in accordance to the rules arising from the decisions made by the Network Board. When due to the local legislation be necessary or convenient the use of the subsidiary company name, “...Member of the OCASA Network” will be added after it. The registration and consistent use by all and every one of the Network members of a unique Internet domain, which is identified as www.ocasa.com. Chapter VI – NETWORK’S Code of Ethics and Behavior. Together with the signature of the Network Agreement the Companies subscribed a Code of Ethics and Behavior where the guidelines and standards of honesty and transparency to which all the employees of the OCASA Network subsidiaries will have to abide by are defined, whatever be their hierarchical level or specialty. These guidelines shall also be applied in the relationship of the OCASA Network subsidiaries with contracting companies, subcontractors, suppliers, consultants, customers, scholarship holders and assistants, according to the national legislation in force for each country. Chapter VII – Intercontracted Services. The most important objective of the Agreement is the rendering of reciprocal services that the member companies of the network require from each other, under uniform conditions of operation and for the values agreed on. Chapter VIII – Term of the Agreement. The Agreement will have a time span of twenty five years (25) and may be renewed by the consent of the companies constituting it. Chapter IX – Network’s Authorities. The Companies subscribing the Agreement have agreed that the Network be guided and supervised by a Directory Board, presided by a Chairman. The Chairman was elected by the voting of the Network members in the first meeting in the Ordinary Meeting, which was carried out after the subscription of this Agreement. Besides, the Directory Board is made up by two Secretaries called: (a) Commercial Secretary and (b) Ethics Secretary. The constituent Members of those Secretaries were also elected by the vote of the Network constituents in the first meeting of the Ordinary Meeting. Chapter X - Jurisdiction The Companies agreed that all the questions and controversies that may arise from the fulfillment of this Agreement and that may not find a solution through the interpreting mechanisms provided herein, will fall within the jurisdiction and competence of the Ordinary Courts of the country of the subsidiary to which the fulfillment of the resolution is required.
