SUPPLIER AGRREMENT
Exhibit
10.4
SUPPLIER
AGRREMENT
| Supplier Number: 5051-38-0 |
Effective
Date: 06/'13/2007
|
This
Supplier Agreement ("Agreement") between the party listed below ("Supplier")
and
Wal-Mart Stores, Inc., Wal-Mart StoresEast,
LP,
Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam's West, Inc.,
Sam's
East, Inc. and affiliates (hereinafter referred to collectively
as "Company") sets forth Supplier's qualifications and the general terms
of the
business relationship between Company and Supplier.
The parties agree that all sales and deliveries of all Merchandise (as
defined
below) by Supplier to Company and al I Orders
(as
defined below) by Company will be covered by and subject to the terms of
this
Agreement, the Standards for Suppliers (which is attached and Incorporated
by
reference) and any Order signed or Initialed (electronically or otherwise)
by an
Authorized Buyer (as defined
below) for Company. This Agreement becomes effective on the date shown
above and
remains effective for the term set forth
herein.
The execution and submission of this Agreement does not impose upon Company
any
obligation to purchase Merchandise.
General
Supplier
Information
Supplier's
Business
Classification: (Please
disregard this
section if Supplier
Is
not
a
female
or
minority-owned
business)
__Woman-Owned? __Minority
Owned?
__BLACK
__ASIAN-PACIFIC AMERICAN __INDIAN __ESKIMO
__HISPANIC __NATIVE AMERICAN __ALEUT
__NATIVE HAWAIIAN
If
Supplier falls within any of the above classes, and has been certified as
minority-owned by a government agency or purchasing council, Supplier is
qualified for the first step in the Wal-Mart Minority/Female Owned Business
Development Program (the "Supplier Development Program"). Supplier agrees to
provide to Company a copy of its certification as a prerequisite to
qualification in the Supplier Development Program. For further information,
please contact the Wal-Mart Supplier Development Office at
▇-▇▇▇-▇▇▇-▇▇▇▇.
Enter
the
Federal Taxpayer Identification Number (TIN) of the Supplier Named
Below.
If
a TIN
has not been issued, enter the Employer's Social Security Number.
TIN:
*****8729
Type
of
Payee (Check Only One): __Individual/Sole
Proprietorship X Corporation
__Partnership __Other
| Supplier Information: | EARLY DETECT INC | President : ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | Phone: ▇▇▇▇▇▇▇▇▇▇ |
| Address: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 212 |
Acct, Executive or V.P. Sales:
MARIO
|
Phone: ▇▇▇▇▇▇▇▇▇▇ |
| Address 2: |
▇▇▇▇▇
|
||
| City/State/Zip: | ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Acct. Contact: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | Phone: ▇▇▇▇▇▇▇▇▇▇ |
| ADDRESS TO MAIL PAYMENT: | ADDRESS TO SEND ORDERS: | ||
| Supplier Name: | EARLY DETECT INC | Supplier Name: | EARLY DETECT INC |
| Address: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 2121 | Attention: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Address 2: | Address: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ | |
| ▇▇▇▇/▇▇▇▇▇/▇▇▇: | ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | City/State/Zip: | ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
| Factor Name: |
Street
Address for use by delivery services other than the U.S. Mail,
if not already shown
|
||
| Supplier Also Doing Business As: (Attach a list to Agreement If space below is insufficient): | in the Purchase Order address
above.:
Room:
|
||
| Supplier Number: | Expedite Orders: Phone: ▇▇▇▇▇▇▇▇▇▇ |
Extension
#:
|
|
| ADDRESS TO MAIL CLAIM DOCUMENTATION: | ADDRESS TO SEND | ||
| Attention: | PRICING TICKETS: | ||
| Address: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 212 | Supplier Name: | EARLY DETECT INC |
| City/State/Zip: | ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Attention: | |
| Accounting Phone Number: 9495531127 |
Extension
#: 0
|
Address:
City/State/Zip:
|
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
| Toll Free Number: |
Fax
Number:
|
||
| Has Supplier or any related entity previously conducted business with Company? Yes __ No X If so, under what name(s)? | |||
STANDARD
TERMS AND CONDITIONS
1.
DEFINITIONS. As used In this
Agreement or any Company issued Order, the following capitalized words shall
have the fallowing meanings:
(a) "Account"
shall mean any right to receive payments arising under this
Agreement.
(b) "Anticipation"
shall mean the intentional or unintentional payment of obligations prior to
the
due date which results in a monetary adjustment in amounts payable to
Supplier.
(c) "Authorized
Buyer" shall mean any General Merchandise Manager, Divisional Merchandise
Manager, Buyer 1, 2 or 3 and replenishment manager assigned to the Wal-Mart
category/department corresponding to the purchased Merchandise.
(d) "Merchandise"
shall mean all products, goods, materials, equipment, articles, and tangible
items supplied by Supplier to Company and all packaging, instructions, warnings,
warranties, advertising and other services included therewith.
(e) "Electronic
Data Interchange" ("EDI") shall mean the moving of information regarding
specific business processes (invoicing, ordering, reporting, etc.)
electronically between two or more businesses. The information is transmitted
electronically structured according to standards mandated by
Company.
(f) "End
of
Month Dating" shall mean payment terms beginning at the first of the following
month rather than from the receipt of merchandise, if the merchandise is
received on or after the 24th of the month.
(g)
"High
Risk Supplier" shall mean a Supplier identified as such by Company in view
of
the nature of the Supplier's products, the severity of claims made against
Supplier's products, the frequency of claims made, past litigation involving
the
Supplier's products and other factors deemed relevant by Company.
(h)
"Order"
shall mean any written or electronic purchase order issued by
Company.
(i) "Recall"
shall mean any removal of Merchandise from the stream of commerce initiated
by
Supplier, a government entity or Company.
(j) "Standards"
shall mean the Wal-Mart Stores, Inc. Standards for Suppliers, attached
hereto.
(k) "Vendor
Master" shall mean the accounting department of Company responsible for control
and processing of new supplier agreements and updates to existing
agreements.
2.
ORDERS;
CANCELLATION. Supplier
may ship only
after receipt of an Order. Acceptance of an Order may be made only by shipment
of the Merchandise in accordance herewith. Acceptance is expressly limited
to
all of the terms and conditions of such order, including,
all shipping, routing and billing instructions and all attachments and
supplemental instructions delivered therewith. Sh ipments
made
contrary to Company's routing instructions will be deemed F.O.B. Destination
(either store, club or warehouse). Supplier's invoice, confirmation memorandum
or other writing may not vary the terms of any Order. Supplier's failure to
comply with one or more terms of an Order shall constitute an event of default
and shall be grounds for the exercise by Company of any of the remedies provided
for in this Agreement or by applicable law. Projections, past purchasing history
and representations about quantities to be purchased are not binding, and
Company shall not be liable for any act or expenditure (including but not
limited to expenditures for equipment, materials, packaging or other capital
expenditures) by Supplier in reliance on them. Company may cancel all or any
part of an Order at any time prior to shipment.
3.
SUPPLIER
FINANCIAL
INFORMATION;
SALES TO COMPANY. Supplier
shall
submit to Company with this Agreement one of the following: (1) a complete
set
of audited current financial statements, (2) a current Dun & Bradstreet
financial report, or (3) if publicly held, Supplier's most recent annual report
to shareholders and management proxy information. If Company's purchases from
supplier are anticipated by Supplier to constitute twenty percent (20%) or
more
of Supplier's gross annual sales on a calendar year basis, Supplier agrees
to
notify Company of this fact, in writing, within thirty (30) days of Supplier
becoming aware of such possibility.
4.
PAYMENT
TERMS; CASH
DISCOUNT;
ANTICIPATION. Supplier
shall transmit invoices on the same day Merchandise is shipped, but payment
terms shall date from Company's receipt of the Merchandise. If Supplier selects
End of Month Dating on Appendix 1 hereto, Merchandise received after the 24th
of
any month shall be payable as if received on the first day of the following
month.
Any cash discount selected by Supplier on Appendix 1 will be calculated on
the
gross amount of Supplier's invoice. Anticipation
may be
taken upon the mutual consent of the parties.
5. SET-OFF;
RESERVATION OF ACCOUNT; CREDIT
BALANCE. Company
may set off against amounts payable under any Order all present and future
indebtedness of Supplier to Company arising from this or any other transaction
whether or not related hereto. If Company determines that Supplier's performance
under an Order and/or this Agreement is likely to be impaired, Company may
establish a reserve on Supplier's Account to satisfy Supplier's actual or
anticipated obligations to Company arising from any such Order or this
Agreement, by withholding payment of Supplier's invoices. Supplier agrees that
any credit balance will be paid in cash to Company upon written
request.
IMPORTANT
NOTICE: ALL PAYMENTS OF MONIES OWED PURSUANT TO THIS SUPPLIER AGREEMENT AND
PURCHASE ORDERS MUST BE MAILED TO THE FOLLOWING ADDRESS:
WAL-MART
STORES, INC./SAM'S CLUB, C/O CORPORATE ACCOUNTING, ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Note:
Any payments on your Wal-Mart or SAM'S CLUB Credit Card should be mailed to
the
billing address indicated on yourcredit
card statement, not the address above.
6.
NOTICE
REGARDING ASSIGNMENT OF ACCOUNTS; ACCOUNT DISPUTES. Supplier
shall provide Company written notice of
an
assignment, factoring, or other transfer of
its
Account at least 30 days prior to such assignment, factoring, or other transfer
taking legal
effect. Such written notice shall include the name and address of the
assignee/transferee, the date the assignment is to begin, and
terms of
the assignment, and shall be considered delivered upon receipt of such written
notice by Vendor Master. Supplier may have only
one
assignment, factoring or transfer of its Account effective at any time. The
assignment of any Account hereunder shall not affect
Company's rights set forth in Section 5 of this Agreement. Supplier shall defend
indemnify and hold Company harmless from any and all lawsuits, claims, demands,
actions, damages (including reasonable attorney fees, court costs, obligations,
liabilities or liens) arising from or related to the assignment, transfer or
factoring of its Account. Supplier releases and waives any right, claim or
action against Company for amounts due and owing under this Agreement where
Supplier has not complied with the notice requirements of this provision.
Notices required pursuant to this Section shall be mailed to: Wal-Mart Stores,
Inc., Attn: Vendor Master, ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇.
Notwithstanding
the foregoing, any dispute or any other circumstance, Company reserves the
right
to remit payment to Supplier,
7.
TAXES. The
prices set
forth in any Order are deemed to include all taxes. If any manufacturer's excise
or other similar or different taxes are paid on the Merchandise described in
any
Order and If such tax, or any part thereof, is refunded to Supplier, then
supplier shall immediately pay Company the amount of such refund.
8.
PRICE
PROTECTION; PRICE GUARANTEE
AND
NOTICE OF PRICE INCREASES. Supplier
guarantees its prices against manufacturer's or Supplier's own price decline.
If
Supplier reduces its price on any Merchandise sold to Company, which Merchandise
has not yet been delivered to Company by Supplier or, if consistent with
Supplier's practice, which Merchandise is currently in Company's
inventory (including Merchandise on hand, in warehouses and in transit),
Supplier shall at Company's discretion either issue a
check
or give Company a credit equal to the price difference for such Merchandise,
multiplied by the units of such Merchandise to be
delivered by Supplier and/or currently in Company's inventory. For all
Merchandise not yet shipped to Company, Supplier agrees to meet the price of
any
of its competitors selling comparable merchandise. If a court, regulatory agency
or other government entity with jurisdiction finds that the prices on an Order
are in excess of that allowed by any law or regulation of any governmental
agency, the prices shall be automatically revised to equal a price which Is
not
in violation of said law or regulation. If Company shall have made payment
before it is determined that there has been a violation of this section,
2
Supplier
shall promptly refund an amount of money equal to
the
difference between the price paid for the Merchandise and the price which is
not
in violation of this section. If contemporaneously
with
Supplier's sale of Merchandise to the Company, Supplier sells or offers to
any
competitor of Company any merchandise of like grade and quality at lower prices
and/or on terms more favorable than those stated on the Order, the prices and/or
terms of the Order shall be deemed automatically revised to equal the lowest
prices and most favorable terms at which Supplier shall have solci or shall
have
offered such merchandise and payment shall be made accordingly. If Company
shall
become entitled to such lower prices, but shall
have made payment at any prices In excess-thereof, Supplier shall promptly
refund the difference in price to Company. If there Is a price
increase, Supplier shall give Company written notice of any such increase at
least sixty (60) days prior to the effective da to of the
increase.
9.
SUPPLIER EDI RESPONSIBILITIES.
(a) Supplier
shall electronically receive Orders and send Company invoices via EDI unless
otherwise agreed to by Company in writing,
(b) Supplier
shall assure that access by its employees to the EDI interchange is restricted
by password to those persons authorized to contractually bind
Supplier.
(c) Supplier's
use of the EDI interchange acknowledges Supplier's review and acceptance of
the
terms and requirements for tssing the EDI system to contract
electronically.
(d) Supplier
will establish a user I.D. to identify itself, and the presence of this user
I.D. in the EDI interchange will be sufficient to verify the source of the
data
and the authenticity of the document.
(e) Documents
containing the user I.D. will constitute a signed writing, and neither party
shall contest the validity or enforceability of the document on the basis of
lack of a signature or sufficient identification of the parties.
(f) EDI
documents or printouts thereof shall constitute originals.
(g)
EDI
documents will be retained by both Company and Supplier in a form that is
accessible and reproducible.
(h)
If
Company agrees to waive the EDI requirements of this section of this Agreement,
Orders may be sent via overnight mail at Supplier's expense.
10.
PURCHASE COSTS AND CONDITIONS. Supplier
is responsible for verifying the accuracy of costs, discounts, allowances and
all other terms of sale on all Orders. If incorrect information exists, Supplier
shall notify Company not less than twenty-four (24) hours prior
to
shipment. If a change is necessary, no shipment is to commence without written
confirmation of the change from an authorized
member
of Company's merchandising department. If Merchandise ships prior to discovery
of an error on the Order, the parties shall confer within forty-eight (46)
hours
of such discovery to determine the actions to be taken regarding the erroneous
Order.
11.
SHIPPER LOAD AND COUNT RESPONSIBILITIES. Supplier
who is shipping a full truckload collect, or full truckload under Company
control, to Company will be responsible for monitoring its shipping process.
Supplier is required to close the trailer, seal it with
a
Supplier-provided seal, and document the seal number on all copies of the ▇▇▇▇
of Lading. All such shipments wlll be considered Shipper
Load and Shipper Count, whether or not so notated. If Supplier fails to seal
the
trailer, or fails to reference and identify the seal on
all
copies of the ▇▇▇▇ of Lading, and shortages occur, Supplier shall be liable
for
such shortage. The Shipper expressly agrees that the
contractual provision herein shall supersede any contrary ▇▇▇▇ of Lading tens,
clause, notation, other provision, or any other writing.
12.
DELIVERY
TIME. THE
TIME
SPECIFIED IN AN ORDER FOR SHIPMENT OF MERCHANDISE IS OF THE ESSENCE OF
THIS
AGREEMENT AND IF SUCH MERCHANDISE IS NOT SHIPPED WITHIN THE TIME SPECIFIED,
COMPANY RESERVES THE
RIGHT,
AT ITS OPTION AND WITHOUT LIMITATION, TO CANCEL THE ORDER AND/OR REJECT ANY
MERCHANDISE DELIVERED AFTER THE TIME SPECIFIED. In addition to the
aforementioned remedy, Company may exercise any other remedies provided for
in
this Agreement or provided by applicable law, including but not limited to
those
remedies provided by the Uniform Commercial Code. Notwithstanding Company's
right to cancel shipment, or to reject or revoke acceptance of Merchandise,
Supplier agrees
to
inform Company immediately of any actual or anticipated failure to ship all
or
any part of an Order or the exact Merchandise
called
for in an Order on the shipment date specified. Acceptance of any Merchandise
shipped after the specified shipment date shall not be construed as a waiver
of
any of Company's rights or remedies resulting from the late
shipment.
13.
REPRESENTATIONS,
WARRANTIES AND
GUARANTEES. By
acceptance of an Order, Supplier represents, warrants and guarantees
that:
(a) The
Merchandise will be new and not used, remanufactured, reconditioned or
refurbished, and will comply with all specifications contained In such Order
and
will be of equal or better quality as all samples delivered to
Company;
(b) The
Merchandise Is genuine and is not counterfeit, adulterated, misbranded, falsely
labeled or advertised or falsely invoiced within the meaning of any applicable
local, state or federal laws or regulations;
(c) The
Merchandise has been labeled, advertised and invoiced in accordance with the
requirements (if applicable) of the Wool Products Labeling Act of 1939, the
Fur
Products Labeling Act, the Textile Fiber Products Identification Act and any
other applicable local, state or federal laws or regulations, and the sale
of
the Merchandise by Company does not and will not violate any such
laws;
(d) Reasonable
and representative tests made in accordance with the requirements of the
Flammable Fabrics Act (if applicable) show that the Merchandise is not so highly
flammable as to be dangerous when worn by individuals;
(e) The
Merchandise is properly labeled as to content as required by applicable Federal
Trade Commission Trade Practice Rules, the Fair Labor Standards Act, the Federal
Food, Drug and Cosmetics Act and similar local, state or federal laws, rules
or
regulations;
(f) The
Merchandise shall be delivered in good and undamaged condition and shall, when
delivered, be merchantable and fit and safe for the purposes for which the
same
are intended to be used, including but not limited to consumer use;
(g) The
Merchandise does not infringe upon or violate any patent, copyright, trademark,
trade name, trade dress, trade secret or, without limitation, any other rights
belonging to others, and all royalties owed by Supplier, if any, have been
paid
to the appropriate licensor;
(h) All
weights, measures, sizes, legends or descriptions printed, stamped, attached
or
otherwise indicated with regard to the Merchandise are true and correct, and
conform and comply with all laws, rules, regulations, ordinances, codes and/or
standards of federal, state and local governments relating to said
Merchandise;
(i) The
Merchandise Is not In violation of any other laws, ordinances, statutes, rules
or regulations of the United States or any state or local government or any
subdivision or agency thereof, including but not limited to all laws and
regulations relating to health, safety, environment, serial and identification
numbers, labeling and country of origin designation, toxic substances, OSHA
and
EPA regulations,
Federal Meat Inspection Act or Poultry Products Inspections Act (or any other
food safety statute) and the requirements of
California Proposition 65, and such Merchandise or the sale thereof by Company
do not and will not violate any such laws; Q) All Merchandise shall have an
accurate twelve (12) digit manufacturer-assigned UPC number that complies with
Companys UPC requirements, as amended from time to time;
(k) There
is no other
impediment or restriction, legal or otherwise, that limits, prohibits or
prevents Supplier from selling and delivering the Merchandise to Company or
limits, prohibits or prevents Company from reselling the Merchandise to its
customers;
(1) The
Merchandise is mined,
produced, manufactured, assembled and packaged in compliance with the Standards;
and
3
(m) The
Merchandise is not
transshipped for the purpose of mislabeling, evading quota or country of origin
restrictions or avoiding compliance
with the Standards. Where applicable, Supplier agrees to provide Company with
a
current,
complete and accurate Material
Safety
Data Sheet ("MSDS") for said Merchandise;
(n) if
any particular item of
Merchandise under this Agreement contains a powder, liquid, gel or paste that
is
not intended for
human
consumption; a compressed gas or propellant (such as an aerosol); or a flammable
solid (such as matches), Supplier shall notify Company. If the item Merchandise
contains such properties, Companys Chemicals Return Policy shall govern all
returns of such Merchandise and Supplier shall promptly elect return options
under that policy.
It
shall
be within the sole discretion of Company to determine if Supplier has breached
the above-mentioned representations, warranties and guarantees. In addition
to
the representations, warranties and guarantees contained in this paragraph,
all
other
representations, warranties and guarantees provided by law, including but not
limited to any warranties provided by the Uniform Commercial Code, are
specifically incorporated herein. Nothing contained in this Agreement or an
Order shall be deemed a waiver of any representations, warranties or guarantees
implied by law.
14.
INDEMNIFICATION. Supplier shall
protect,
defend, hold harmless and indemnify Company, including its officers, directors,
employees and agents, from and against any and all lawsuits, claims, demands,
actions, liabilities, losses, damages, costs and expenses
(including attorneys' fees and court costs), regardless of the cause or alleged
cause thereof, and regardless of whether such
matters
are groundless, fraudulent or false, arising out of any actual or
alleged:
(a) Misappropriation
or infringement of any patent, trademark, trade dress, trade secret, copyright
or other right relating to any Merchandise;
(b) Death
of
or injury to any person, damage to any property, or any other damage or loss,
by
whomsoever suffered, resulting or claimed
to result in whole or in part from any actual or alleged use of or latent or
patent defect in, such Merchandise, including but not
limited
to (1) any actual or alleged failure to provide adequate warnings, labelings
or
instructions, (ii) any actual or alleged improper construction
or design of said Merchandise, or (iii) any actual or alleged failure of said
merchandise to comply with specifications or with
any
express or implied warranties of Supplier;
(c) Violation
of any law, statute, ordinance, governmental administrative order, rule or
regulation relating to the merchandise, or to any of its components or
ingredients, or to its manufacture, shipment, labeling, use or sale, or to
any
failure to provide a Material Safety Data Sheet or certification;
(d) Act,
activity or omission of Supplier or any of its employees, representatives or
agents, including but not limited to activities on Company's
premises and the use of any vehicle, equipment, fixture or material of Supplier
in connection with any sale to or se rvice for
the
Company; and
(e) Any
installation by Supplier of Merchandise covered by this Agreement.
Supplier
shall promptly notify Company of the assertion, filing or service of any
lawsuit, claim, demand, action, liability or other matter that
is
or may be covered by this indemnity, and shall immediately take such action
as
may be necessary or appropriate to protect the interests
of Company, its officers, directors, employees and agents. Any and all counsel
selected or provided by Supplier to represent or
defend
Company or any of its officers, directors, employees or agents shall accept
and
acknowledge receipt of Company's Indemnity
Counsel
Guidelines, and shall conduct such representation or defense strictly in
accordance with such Guidelines. If Company in Its sole
discretion shall determine that such counsel has not done so, or appears
unwilling or unable to do so. Company may replace such
counsel
with other counsel of Company's own choosing. In such event, any and all fees
and expenses of Company's new counsel, together with any and all expenses or
costs incurred on account of the change of counsel, shall be paid or reimbursed
by Supplier as part
of
its indemnity obligation hereunder. Company shall at all times have the right
to
direct the defense of, and to accept or reject any
offer to
compromise or settle, any lawsuit, claim, demand or liability asserted against
Company or any of its officers, directors, employees or agents. The duties
and
obligations of Supplier created hereby shall not be affected or limited in
any
way by Company's extension of express or implied warranties to its
customers.
15.
RECALLS. If
Merchandise is the subject of a Recall, whether initiated by Supplier, Company
or a government entity (including the issuance of safety notices), Supplier
shall be responsible for all matters and costs associated with the Recall,
including but not limited to:
(a) Consumer
notification and contact;
(b) All
expenses and losses incurred by Company in connection with such Recall (and
where applicable, any products with which the Recalled
Merchandise has been packaged, consolidated or commingled), including but not
limited to refunds to customers, lost profits,
transportation costs and all other costs associated therewith; and
(c) Initial
contact and reporting of the Recall to any government agency having jurisdiction
over the affected Merchandise.
If
a
government agency initiates any inquiry or investigation relating to the
Merchandise or similar goods manufactured or supplied by Supplier, Supplier
shall notify Company immediately thereof and take reasonable steps to resolve
the matter without exposing Company to any liability or risk.
16.
LIMITATION OF
DAMAGES. In
no
event shall Company be liable for any punitive, special, incidental or
consequential damages of
any
kind (including but not limited to loss of profits, business revenues, business
interruption and the like), arising from or relating to
the
relationship between Supplier and Company, including all prior dealings and
agreements, or the conduct of business under or breach of this Agreement or
any
Order, Company's cancellation of any Order or Orders or the termination of
business relations with Supplier,
regardless of whether the claim under which such damages are sought is based
upon breach of warranty, breach of contract, negligence,
tort, strict liability, statute, regulation or any other legal theory or law,
even if Company has been advised by Supplier of the
possibility of such damages.
17.
REMEDIES. Supplier's failure
to
comply with any of the terms and conditions of this Agreement or any Order
shall
be grounds for the exercise by Company of any one or more of the following
remedies:
(a) Cancellation
of all or any part of any undelivered Order without notice, including but not
limited to the balance of any remaining installments on a multiple-shipment
Order;
(b) Rejection
(or revocation of acceptance) of all or any part of any delivered shipment.
Upon
rejection or revocation of acceptance of any
part
of or all of a shipment, Company may return the Merchandise or hold It at
Supplier's risk and expense. Payment of any invoice
shall
not limit Company's right to reject or revoke acceptance. Company's right to
reject and return or hold Merchandise at Supplier's expense and risk shall
also
extend to Merchandise which is returned by Company's customers. Company may,
at
its option, require Supplier to grant a full refund or credit to Company of
the
price actually paid by any customer of Company for any such item in lieu of
replacement with respect to any item. Company shall be under no duty to inspect
the Merchandise, and notice to Supplier of rejection shall
be
deemed given within a reasonable time if given within a reasonable time after
notice of defects or
4
deficiencies
has been given to
Company by Its customers. In respect of any Merchandise rejected (or acceptance
revoked) by Company, there shall be ch arged to Supplier
all expenses Incurred by Company in (1) unpacking, examining, repacking and
storing such Merchandise (It being agreed that In
the
absence of proof of a higher expense that the Company shall claim an allowance
for each rejection at the rate
of
10% of
the price for
each
rejection made by Company) and (Ii) landing and reshipping such Merchandise.
Unless Company otherwise agrees in
writing,
Supplier
shall not have the right to make
a conforming
delivery within the contract time;
(c) Termination
of all current and future business relationships;
(d) Assessment
of monetary fines as determined In Company's reasonable discretion;
(e) Recovery
from Supplier of any damages sustained by Company as a result of Supplier's
breach or default; and
(f) Buyer's
remedies under the Uniform Commercial Code and such other remedies as are
provided under applicable law.
These
remedies are not exclusive and are In addition to all other remedies available
to Company at law or in equity.
18.
INSURANCE REQUIREMENTS. Supplier
is required to obtain and maintain the following insurance coverage from a
carrier acceptable to Company in the amounts and with the conditions listed
below:
a) Commercial
General Liability, including Contractual, Personal & Advertising Injury,
Products and Completed Operations coverage, with certificate holder named as
Additional Insured as evidenced by attached endorsement or blanket additional
insured coverage provided
by the policy. Policy shall be occurrence based with limits of no less than
$5,000,000 per occurrence, without any aggregate
limits
or $50,000,000 in the aggregate. Defense costs shall not apply against coverage
limits. High Risk Suppliers (as defined by Company)
shall maintain policy limits of not less than $10,000,000 per occurrence without
any aggregate limits or $100,000,000 In the
aggregate.
b) Statutory
Workers' Compensation Coverage for a Supplier whose employees will be entering
Company's premises, with $1, 000,000 in employers' liability coverage and a
waiver of subrogation where Permitted By Law.
c) Automobile
Coverage, with certificate holder named as Additional Insured as evidenced
by
attached endorsement or blanket additional
insured coverage provided by the policy, for a Supplier whose employees or
agents will be driving on Company's premises or making
delivery to Company's premises shall be occurrence based with limits of no
less
than $5,000,000 per occurrence, without any
aggregate limits or $50,000,000 in the aggregate. Defense costs shall not apply
against coverage limits.
d) Supplier
shall provide at least thirty (30) days' written notice prior to any
cancellation of any policy of insurance maintained hereunder,
and each such policy shall obligate the Insurer to provide at least thirty
(30)
days' written notice to Company In advance of
any
contemplated cancellation or termination thereof.
e) Supplier's
insurance shall be considered primary, non-contributory and not excess
coverage.
A
copy of
Suppliers current Certificate of Insurance with the following requirements
must
be submitted with this Agreement:
l
Certificate
Holder should read: WAL-MART STORES, INC., ITS SUBSIDIARIES & ITS
AFFILIATES, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇
▇▇▇▇▇-▇▇▇▇, Attn: Risk Management
l
Renewals
of Certificates of Insurance must be submitted prior to expiration of insurance
coverage
l
Existing
Suppliers must
include Supplier Number on Certificate of Insurance.
l
Please
direct any questions
regarding your insurance to Risk Management at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇)
▇▇▇-▇▇▇▇.
SUPPLIER
CONTACT FOR PRODUCT LIABILITY CLAIMS:
|
Name:
|
EARLY
DETECT INC
|
Insuring Company: GENERAL STAR |
|
Address:
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 212
|
Telephone: ▇▇▇▇▇▇▇▇▇▇ Extension #: ▇ |
|
▇▇▇▇/▇▇▇▇▇/▇▇▇:
|
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
|
Telephone:
|
▇▇ ▇▇▇▇▇▇▇▇ | Extension #: 0 |
|
Fax
Number:
|
▇▇▇▇▇▇▇▇▇▇ | e-mail: |
19.
FORCE
MAJEURE. If
anyplace of buslness or other premises of Company shall be affected by lockouts,
strikes, riots, war, acts of
terrorism, fire, civil insurrection, flood, earthquake or any other casualty
or
cause beyond Company's control, which might reasonably
tend to
impede or delay the reception, handling, inspecting, processing or marketing
of
the Merchandise covered by this Agreement, Company
may, at its option, cancel all or any part of the undelivered Order hereunder
by
giving written notice to Supplierwhich notice
shall be
effective upon mailing.
20.
ASSIGNMENT. Except
as
specifically set forth In Section 6, no part of this Agreement or of any Order
shall be assignable by Supplier without the written consent of Company, and
Company shall not be obligated to accept a tender of performance by any
assignee, unless Company shall have previously expressly consented In writing
to
such an assignment.
21.
PUBLICITY;
USE OF NAME
AND
INTELLECTUAL
PROPERTY. Supplier
shall not refer to Company in any advertising or published
communication without the prior written approval of Company. Supplier shall
not
use, or allow to be used, Company's name, logo,
trademarks, service marks, patents, copyrights or trade dress without the prior
written approval of Company. Company may use Supplier's
name, logo, trademarks, service marks, patents, copyrights and trade dress
In
connection with Company's marketing of the
Merchandise.
22.
COMPLIANCE
WITH STANDARDS FOR SUPPLIER. Supplier
warrants that It has read and understands and will comply with the
requirements set forth in the Standards located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,
or
attached, as may
be
reasonably amended from time to time by Company, If the Supplier Is not able
to
view the Standards on-line they may request a current
copy from Supplier Development, their local Global Procurement office or from
the Direct Imports Division. Company reserves
the
right to cancel any outstanding Order, refuse any shipments and otherwise cease
to do business with Supplier If Supplier fails to comply with any terms of
the
Standards or If Company reasonably believes Supplier has failed to do
so.
23.
SEVERABILITY;
WAIVER. At
the
option of Company, no finding that a part of this Agreement is invalid or
unenforceable shall affect the validity of any other part hereof. Company's
failure to enforce at any time any provision of this Agreement will not be
construed as a waiver of such provision or of any rights thereafter to enforce
such provision. Any waiver by Company of any of the terms and conditions of
thls
Agreement or any Order must be in writing signed by an authorized representative
of Company.
24.
FORUM
SELECTION; CHOICE OF LAW;
STATUTE
OF LIMITATIONS. This
Agreement, any and all Orders, and any and all disputes
arising thereunder or relating thereto, whether sounding in contract or tort,
shall be govemed by and construed In accordance with
the
laws of the State of Arkansas without regard to the internal law of Arkansas
regarding conflicts
of law, and the federal and/or state courts of ▇▇▇▇▇▇ and Washington County,
Arkansas, shall have exclusive jurisdiction over any actions or suits relating
thereto. The parties mutually acknowledge and agree that they shall not raise,
and hereby waive, any defenses based upon venue, inconvenience of forum or
lack
of personal jurisdiction in any action or suit brought in accordance with the
foregoing. Any legal action brought by Supplier against Company with respect
to
this Agreement or any Orders shall be filed in one of the above referenced
jurisdictions within two (2) years after the cause of action arises or It shall
be deemed forever waived. The
parties acknowlecige that they have read and understand this clause and agree
willingly to its terms.
5
25.
ATTORNEY
FEES AND INTEREST OBLIGATIONS. Company
reserves the right to charge Supplier interest at the rate of 12% per annum
or
such lower rate as may be permitted under applicable law for any obligations
owed by Supplier to Company, including debit
balances not paid within thirty (30) days after due, until such amounts are
paid
in full, and Company will be entitled to recover from
Supplier
its attorneys' fees and costs incurred in collecting any past-due
obligation.
26.
NOTICES. Unless
otherwise
specifically provided for herein, any notice or demand which under the terms
of
this Agreement or under
any
statute must or may be given or made shall be in writing and shall be given
or
made by overnight express service addressed
as
follows: if to Company, Wal-Mart Stores, Inc., Attn: General Merchandise Manager
(identify department or category), ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
If
to Supplier: to Supplier's address set forth above. Such notice or demand shall
be deemed given on the
second (2nd) business day after deposit of such notice or demand with the
overnight express service. The above addresses may be
changed
at any time by giving prior written notice as provided above.
27.
TERM
OF
AGREEMENT. This
Agreement ends one year after the Effective Date. This Agreement may only be
renewed or extended
by an agreement signed by an authorized officer of Company and Supplier.
Supplier and Company are under no obligation to
extend
the term of this Agreement or to renew this Agreement. Neither Supplier nor
Company should take any actions in reliance upon this Agreement being extended
or renewed. Neither party shall be responsible for any costs incurred by the
other in anticipation of the extension or renewal of this
Agreement.
28.
INFORMATION
SECURITY. Supplier
represents that it currently follows industry best practices as a means to
prevent any compromise of its information systems, computer networks, or data
files ("Systems") by unauthorized users, viruses, or malicious computer programs
which could in turn be propagated via computer networks, email, magnetic media
or other means to Company. Supplier agrees to immediately give Company notice
if
the security of its Systems are breached or compromised in any way.
Supplier
agrees to apply appropriate internal information security practices, including,
but not limited to, using appropriate frewall and anti-virus software;
maintaining said countermeasures, operating systems, and other applications
with
up-to-date virus definitions and security patches; installing and operation
security mechanisms in the manner in which they were intended sufficient to
ensure the Company will not be impacted nor operations disrupted; and permitting
only authorized users access to computer systems, applications, and Retail
Link.
Supplier
specifically agrees to: use up-to-date anti-virus tools to remove known viruses
and malware from any email message or data transmitted to Company; prevent
the
transmission of attacks on Company via the network connections between Company
and the Supplier; and prevent unauthorized access to Company systems via the
Supplier's networks and access codes.
In
accordance with all applicable US and International privacy laws, Supplier
agrees to safeguard confidential protected individually identifiable personal
information (health, financial, identity) which are received, transmitted,
managed, processed, etc. and to require subcontractor or agent to meet these
same security agreements.
Financial
service suppliers, who handle personally identifiable financial information
of
our customers agree to maintain a current SAS70
Type II
audit.
29.
SURVIVAL
OF PROVISIONS. The
provisions ofthis
Agreement which by their nature are intended to survive termination of this
Agreement (including but not limited to representations, warranties, guarantees,
indemnifications, payment of obligations, remedies forum selection and statute
of limitations) shall survive its termination.
The
parties hereto agree that this Agreement, the Standards and any Order constitute
the full understanding of the parties, a complete allocation of risks between
them and a complete and exclusive statement of the terms and conditions of
their
agreement. All prior agreements, negotiations, dealings and understandings,
whether written (including any electronic record) or oral, regarding the subject
matter hereof, are superseded by this Agreement. Any changes in this Agreement
shall be in writing and executed by both parties. Furthermore, if there is
a
conflict of terms between this Agreement and an Order, this Agreement shall
be
the controlling document.
We
(Company) will never assume that you (Supplier) will be willing to extend or
renew this Agreement or to accept any specific volume
of
Orders. Conversely, we urge you never to assume that this Agreement will be
renewed or extended by us or that we will issue Orders for specific volume
of
Merchandise, even if your impression is based on discussions you may have had
with Company representatives. No Company representative has authority to renew
or extend this Agreement except in a writing signed by an authorized officer
of
Company, and no Company representative has authority to order Merchandise except
an Authorized Buyer through an Order Issued pursuant to and subject to the
terms
of this Agreement.
6
| Supplier ▇▇. ▇▇▇▇ |
▇▇▇▇▇▇▇▇▇▇
▇▇.
▇▇
|
Effective
Date:
06/13/2007
|
WAL-MART
STORES, INC.
STANDARDS
FOR SUPPLIERS
Wal-Mart
Stores, Inc. ("Wal-Mart") has enjoyed success by adhering to three basic beliefs
since its founding In 1962:
1. Respect
for the Individual
2. Service
to our Customers
3. Strive
for Excellence
Wal-Mart
strives to conduct Its business in a manner that reflects these three basic
beliefs. Our suppliers are expected to conform to these
beliefs and the values inherent therein and to assure these beliefs and values
are reflected in their contracting, subcontracting or
other
relationships.
Since
Wal-Mart believes that the conduct of Its suppliers can be attributed to
Wal-Mart and affect its reputation, Wal-Mart requires Its suppliers
to conform to standards of business practices which are consistent with the
three beliefs described above. More specifically,
Wal-Mart
requires conformity from its suppliers with the following standards, and hereby
reserves the right to make periodic, unannounced inspections of supplier's
facilities to satisfy Itself of supplier's compliance with these
standards:
1.
COMPLIANCE
WITH APPLICABLE LAWS. All
Suppliers shall comply with the legal requirements and standards of their
industry under the national laws of the countries in which the Suppliers are
doing business, including the labor and employment laws of those countries,
and
any applicable U.S. laws. Should the legal requirements and standards of the
industry conflict, Suppliers must, at a minimum,
be in compliance with the legal requirements of the country in which the
products are manufactured. If, however, the industry
standards exceed the country's legal requirements, Wal-Mart will favor Suppliers
who meet such industry standards. Suppliers shall comply with all requirements
of all applicable governmental agencies. Necessary invoices and required
documentation must be provided
in compliance with the applicable law. Suppliers shall warrant to Wal-Mart
that
no merchandise sold to Wal-Mart infringes the
patents,
trademarks or copyrights of others and shall provide to Wal-Mart all necessary
licenses for selling merchandise sold to Wal-Mart, which is under license from
a
third party. All merchandise shall be accurately marked or labeled with its
country of origin in compliance
with applicable laws and including those of the country of manufacture. All
shipments of merchandise will be accompanied
by the
requisite documentation issued by the proper governmental authorities, Including
but not limited to Form A's, import licenses, quota allocations and visas and
shall comply with orderly marketing agreements, voluntary restraint agreements
and other such agreements in accordance with applicable law. The commercial
invoice shall, in English and in any other language deemed appropriate,
accurately describe all the merchandise contained in the shipment, identify
the
country of origin of each article contained in
the
shipment, and shall list all payments, whether direct or indirect, to be made
for the merchandise, including, but not limited to any assists, selling
commissions or royalty payments. Backup documentation, and any Wal-Mart required
changes to any documentation, will
be
provided by Suppliers promptly. Failure to supply complete and accurate
information may result in cancellation or rejection of the
goods.
2.
EMPLOYMENT. At
a minimum,
Wal-Mart expects its "suppliers" to meet the following terms and conditions
of
employment:
Compensation. Suppliers
shall fairly compensate their employees by providing wages and benefits, which
are in compliance with the
local
and national laws of the jurisdictions in which the suppliers are doing business
or which are consistent with the prevailing local
standards in the jurisdictions in which the suppliers are doing business, if
the
prevailing local standards are higher.
Hours
of
Labor. Suppliers
shall maintain reasonable employee work hours In compliance with local standards
and applicable laws of the jurisdictions in which the suppliers are doing
business. Employees shall not work more than 72 hours per 6 days or work more
than a maximum total working hours of 14 hours per calendar day (midnight to
midnight). The factory should be working toward achieving a 60-hour work week.
Wal-Mart will not use suppliers who, on a regularly scheduled basis, require
employees to work in excess of the statutory requirements without proper
compensation as required by applicable law. Employees should be permitted
reasonable days off (at least one day off for every seven-day period) and leave
privileges.
Forced
Labor/Prison Labor. Forced
or
prison labor will not be tolerated by Wal-Mart. Suppliers shall maintain
employment on a voluntary basis. Wal-Mart will not accept products from
suppliers who utilize in any manner forced labor or prison labor in the
manufacture or in their contracting, subcontracting or other relationships
for
the manufacture of their products.
Child
Labor. Wal-Mart will
not
tolerate the use of child labor. Wal-Mart will not accept products from
suppliers who utilize in any manner
child labor in the manufacture or in the contracting, subcontracting or other
relationships for the manufacture of their products.
No
person shall be employed at an age younger than the law of the jurisdiction
of
manufacture allows. Where country laws allow children
below the age of 14 years to work, Wal-Mart will only recognize the minimum
working age of 14 years, regardless of the law of
the
jurisdiction.
Discrimination/Human
Rights. Wal-Mart recognizes
that
cultural differences exist and different standards apply in various
jurisdictions, however, we believe that all terms and conditions of employment
should be based on an individual's ability to do the job, not on the basis
of
personal characteristics or beliefs. Wal-Mart favors suppliers who have a social
and political commitment to basic principles of human rights and who do not
discriminate against their employees in hiring practices or any other term
or
condition of work, on the basis of race, color, national origin, gender, sexual
orientation, religion, disability, or other similar factors.
3.
WORKPLACE
ENVIRONMENT. Wal-Mart
expects its suppliers to maintain a safe, clean, healthy and productive
environment for its employees. Factories producing merchandise to be sold by
Wal-Mart shall provide adequate medical facilities, fire exits and safety
equipment,
well-lighted and comfortable workstations, clean restrooms, and adequate living
quarters where necessary. Workers should
be
adequately trained to perform their jobs safely. Wal-Mart will not do business
with any supplier that provides an unhealthy or hazardous work environment
or
which
utilizes
mental or physical
disciplinary
practices.
4.
CONCERN FOR THE ENVIRONMENT. We believe it
is our
role to be a leader in protecting our environment. We encourage our customers
and associates to always reduce, reuse, and recycle. We also encourage our
suppliers to reduce excess packaging and to
use
recycled and non-toxic materials whenever possible. We will favor suppliers
who
share our commitment to the environment.
7
5. FACTORY
INSPECTION REQUIREMENTS. Scheduled
Inspections should typically be conducted a maximum of three tlrnes per year
to
ensure compliance with the standards, terms, and conditions set forth herein.
Wal-Mart reserves the right to conduct unannounced factory
inspections.
In
the
case of domestic suppliers, factory audits shall typically be conducted by
Wal-Mart approved third party audit firms. All charges related
to the third party Inspection and certification of such facilities shall be
paid
fully by the supplier. Any supplier who fails or
refuses to
comply
with these standards is subject to Immediate cancellation of any and all
outstanding orders, refusal or return of any shipment, and
termination of its business relationship with Wal-Mart. In the case of suppliers
working through Global Procurement Direct Imports,
audits
should be conducted by Wal-Mart's Internal auditors. Once a factory has been
audited and assessed either green or yellow by either Wal-Mart's internal
auditors or an approved third party audit firm, the factory is valid for any
supplier to use for Wal-Mart business.
6.
RIGHT
OF INSPECTION. To
further assure proper Implementation of and compliance with the standards set
forth herein, Wal-Mart or a third party designated by Wal-Mart will undertake
affirmative measures, such as on-site inspection of production facilities,
to Implement and monitor said standards. Any supplier which fails or refuses
to
comply with these standards or does not allow inspection
of production facilities is subject to immediate cancellation of any and all
outstanding orders, refuse or return any shipment,
and
otherwise cease doing business with Wal-Mart.
7.
CONFIDENTIALITY. Supplier
shall not at any time, during or after the term of this Agreement, disclose
to
others and will n of take or use for its own purposes or the purpose of others
any trade secrets, confidential information, knowledge, designs, data, know-how,
or any other information reasonably considered "confidential." Supplier
recognizes that this obligation applies not only to technical information,
designs and marketing, but also to any business information that Wal-Mart treats
as confidential. Any information that Is not
readily available to the public shall be considered to be a trade secret and
confidential. Upon termination of this Agreement, for any
cause,
supplier shall return all Items belonging to Wal-Mart and all copies of
documents containing Wal-Mart's trade secrets, confidential information,
knowledge, data or know-how In supplier's possession or under suppliers
control.
8.
WAL-MART
GIFT AND GRATUITY
POLICY. Wal-Mart
Stores, Inc. has a very strict policy which forbids and prohibits the
solicitation,
offering or acceptance of any gifts, gratuities or any form of "pay off" or
facilitation fee as a condition of doing business with
Wal-Mart; as a form of gratitude, or as an attempt to gain favor or accept
merchandise or services at a lesser degree than what was agreed. Wal-Mart
believes in delivering and receiving only the total quantity
agreed.
Any
supplier, factory or manufacturer who violates this policy by offering or
accepting any form of gift or gratuity to/from any associate, employee,
agent or affiliate of Wal-Mart Stores, Inc. will be subject to all loss of
existing and future business, regardless of whether the gift
or
gratuity was accepted. In addition, a supplier, factory or manufacturer who
violates this policy, will be reported to the appropriate
governmental authorities of the supplier's respective and affiliated
jurisdictions.
Failure
to report such information will result in severe action against such supplier,
trading company or factory including but not limited
to
termination of all existing and future business relationships and monetary
damages.
STANDARDS
FOR SUPPLIERS A copy
of these Standards for Suppliers shall be posted in a location visible to all
employees
at all facilities that manufacture products for Wal-Mart
Stores,
Inc.
and Its
affiliates. Any person
with knowledge
of
a
violation of any of these standards
by a Supplier
or
a
Wal-Mart associate should
call ▇-▇▇▇-▇▇-▇▇▇▇▇
(▇-▇▇▇-▇▇▇-▇▇▇▇). (In
countries other than the United
States, dial AT&T's U.S.A.
Direct
Number first) or write to: Wal-Mart Ethics Committee, ▇▇▇ ▇▇ ▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
9.
ACKNOWLEDGMENT
OF STANDARDS. As
an officer or
duly authorized representative of my company, a Supplier of Wal-Mart, I have
read the principles and terms described in this document and understand my
company's business relationship with Wal-Mart is based upon said company being
in full compliance with these principles and terms. I further understand that
failure by a Supplier to abide by any of the terms and conditions stated herein
may result in the immediate cancellation by Wal-Mart of all outstanding orders
with that Supplier and refusal by Wal-Mart to continue to do business in any
manner with said Supplier. I am signing this Supplier Agreement as a corporate
representative of my company, to acknowledge, accept and agree to abide by
the
standards, terms and conditions set forth herein between my company and
Wal-Mart. I hereby affirm that all actions, legal and corporate, to make this
Standards for Suppliers binding and enforceable against my company have been
completed.
8
| Supplier ▇▇. ▇▇▇▇ |
▇▇▇▇▇▇▇▇▇▇
▇▇.
▇▇
|
Effective
Date:
06/13/2007
|
APPENDIX
This
Appendix constitutes and is part and parcel of the Supplier Agreement. The
terms
of the Supplier Agreement are binding and enforceable as to this
Appendix.
STANDARD
PURCHASE ORDER ALLOWANCE
These
allowances
apply
to
each
Purchase
Order issued, unless otherwise agreed to by the parties.
|
DISC.
|
HOW
PAID
|
WHEN
PAID
|
|||||||||
|
CODE
ALLOWANCE
|
%
|
SPECIAL
INSTRUCTIONS
|
OI
|
CM
|
CK
|
EI
|
M
|
Q
|
S
|
A
|
|
|
SA
|
New
Store/Club Discount (% Applied to each line item for
each
new store P.O.)
|
10
|
X
|
X
|
|||||||
|
OL
|
New
Store/Club Discount (% Represents contribution of
totalProgram.)
|
||||||||||
|
NW
|
New
Distribution Center
|
||||||||||
|
WA
|
Warehouse
Allowance
|
||||||||||
|
OD
|
Warehouse
Distribution
Allowance
|
||||||||||
|
DM
|
Defective/Returned
Mdse. Allowance - Not applicable inmust
▇▇▇▇ option 3 under
warranty
policy.)
|
||||||||||
|
SD
|
Soft
Goods Defective Allow
|
||||||||||
|
PA
|
Promotional
Allowance
|
||||||||||
|
VD
|
Volume
Discount
|
||||||||||
|
FA
|
Freight
Allowance
|
||||||||||
|
AA
|
Advertising
Allowance
|
||||||||||
|
TR
|
TV/Radio
Media Allowance
|
||||||||||
|
DA
|
Display/Endcap
Allowance
|
||||||||||
|
E5
|
Early
BuyAllowance
|
||||||||||
|
HA
|
Handling
Allowance
|
||||||||||
OI-Off
Invoice; CM-Credit Memo; CK-Check; EI-Each Invoice; M-Monthly; Q-Quarterly;
S-Semi-Annually; A-Annually;
IMPORTANT
NOTICE: ALL PAYMENTS OF MONIES
OWED PURSUANT
TO THIS SUPPLIER
AGREEMENT AND PURCHASE
ORDERS
MUST BE MAILED TO THE FOLLOWING ADDRESS:WAL-MART STORES, INC./SAWS CLUB, C/O
CORPORATE
ACCOUNTING,
▇.▇. ▇▇▇ ▇▇▇▇▇▇,
▇▇.
▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Note:
Any
payments on your Wal-Mart or SAM'S CLUB
Credit
Card should be malled to the billing address
indicated
on your credit card statement, not the address above.
PAYMENT
TERMS
|
2
|
Cash Discount --Enter whole percents | NEW STOREIWHSE TERMS IF DIFFERENT THAN REGULAR TERMS: |
|
30
|
Cash Discount Days Available(Must be
filled in if a Cash Discount is
used)
|
|
|
60
|
Net
Payment Days Available (Must be at
least
one day more than Cash Discount
Days
Available)
End
Of Month Dating X Yes _No
|
SHIPPING
TERMS
| FREIGHT TERMS |
MINIMUM
FOR PREPAID FREIGHT
TERMS
|
| ___ Collect - F.O.B Supplier |
_0_
Pounds
|
| _X_ Prepaid - F.O.B Company |
_0_
Cases/Units
|
| ___ Prepaid To consolidator - F.O.B. Company's Consolidator |
_0_
Whole Dollars
|
No
freight charges are to be added to invoices. Refer to the current Routing Guide
for detailed instructions.
CONDITION
OF SALE
__
Guaranteed Sales __
Consignment __
Preticketing __
Prepricing __
Stock
Balancing __ Shelf
Labeis
__
Point
of Sale (Pay from Scan) __
Other
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Product
Chemical
Information
Does
Supplier currently sell, or anticipate
selling, to Company under this Agreement any item of Merchandise that is or
contains a powder, liquid, gel or paste that is not intended for human
consumption; a compressed gas or propellant (such as an aerosol); or a flammable
solid (such asmatches)?
__Yes
X NO
RETURN
POLICY. (SUPPLIER MUST CHOOSE ONE OPTION BELOW AND
COMPLETE
THE
NECESSARY
INFORMATION.) Supplier
will oe charged current merchandise costs plus a 10%
handling
charge for all returned merchandise. Returned merchandise will be shipped with
return freight charges billed back to Supplier. Returns are F.O.B.
Purchaser.
X SUPPLIER OPTION #1: SUPPLIER, WANTS RETURNED MERCHANDISE SENT
TO THEM:
X A. Returned merchandise will be sent to Supplier direct from
each store,
Permanent
return authorization #: RA
WAL
4001,
if
required for shipment. If automatic return is not possible, a toll frees
number
should
be provided or Supplier must accept Purchaser's
collect
calls to secure return authorization over the phone. Phone: 94P5531127
Extension #: Contact ▇▇▇▇▇▇
▇▇▇▇▇
___
B.
Returned merchandise will be sent from store locations to the Return Center
and
sent to Supplier.
Permanent
return authorization #:___________ ,
if
required for shipment. If automatic return is not possible, a toll free numoer
must be provided or Supplier must provide a fax number and a contact
name.
Phone:__________
Extension
#:__________ Contact:
__________
RETURN
SHIPPING ADDRESS: Address: ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
City: SAN DIEGO
State:
CA Zip: 92121
Special
instructions:
___SUPPLIER
OPTION #2: SUPPLIER DOES NOT WANT RETURNED MERCHANDISE SENT TO
THEM.
___
A. Returned merchandise must be disposed of by the individual store;
OR
___
B.
Returned merchandise will be sent from store locations to the Return Center
for
disposal. [Choose one of the following
three.]
___
i. Return
Center may dispose of returned merchandise through salvage outlets or recycling
operations,
without accounting for the proceeds of such disposal;
___
ii. Return
Center must destroy returned merchandise. (Supplier may be charged for any
additional costs of destruction.);
___
iii. Return
Center may donate returned merchandise to charity.
Special
Instructions:
___SUPPLIER
OPTION#3: CUSTOMER SATISFACTION MERCHANDISEALLOWANCE:
Supplier
will allow the Customer Satisfaction Merchandise Allowance stated in this
agreement. The percentage must be adequate to cover all costs associated with
returned merchandise, including but not limited to defective/returned
merchandise and handling costs, or additional claims will be filed by the Return
Center at our fiscal year end.
___ A. Return
Center may dispose of returned merchandise through salvage outlets or recycling
operations, without accounting for the proceeds of such disposal;
___
B.
Return
Center must destroy returned merchandise. (Supplier may incur additional
handling charges to cover costs of destruction.);
___
C. Returned merchandise will be sent from store locations to the Return
Center and sent to Supplier. If Supplier requests the returned merchandise
be
sent to them, in addition to the Customer Satisfaction Allowance, the
merchandise will be shipped with return freight
charges billed back to Supplier; OR
___ D.
Return Center may donate Return Merchandise to charity.
Permanent
return authorization #:____________
RETURN
SHIPPING ADDRESS: Address:___________ City:___________
State:___
Zip:_________
Special
Instructions:
In
electing SUPPLIER
OPTION
2.13.iii.
or
SUPPLIER
OPTION
3.D,
above,
Supplier acknowledges and agrees that not all returned merchandise is suitable
for donation. If the returned merchandise is deemed by Company to be unsuitable
for donation, Supplier agrees that Company may either (i) destroy such returned
merchandise (and Supplier may be charged for any additional costs of
destruction) or (ii) dispose of such returned merchandise through recycling
operations, without accounting for the proceeds of such disposal. Provided
however, Company agrees to retain documentation of returned merchandise for
a
period of one (1) year after the date on such documentation. Supplier shall
have
the right, upon reasonable prior notice to Company, to examine and make copies
of such documentation related to Supplier's returned merchandise. Supplier
shall
be responsible for any and al expenses related to the examination or copies
of
such records.
SHIPPING
INSTRUCTIONS
Supplier
will ship all merchandise in accordance with the then current Shipping and
Routing Instructions, Wal-Mart Stores, Inc. (the "Routing Instructions").
Supplier acknowledges it has received a copy of the Routing Instructions. The
current Routing Instructions, as may
be
reasonably amended by Company from time to time, shall be available on Retail
Link. Each purchase order will show a routing,
which is
determined by Company's
Traffic
Department. Supplier is liable for the excess transportation cost if the
designated routing is not followed. If Supplier has a question concerning the
routing selected, Supplier must call Company's Traffic Departmen; before
releasing the shipment at the following number: (▇▇▇) ▇▇▇-▇▇▇▇.
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| ▇▇▇▇▇, ▇▇▇▇▇ | ▇▇▇▇▇▇, ▇▇▇▇▇▇ | ▇▇▇▇▇▇, ▇▇▇▇▇▇ |
| Supplier | Buyer | Divisional Merchandise Manager |
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