the internal development company
bid4it(TM) Seller Agreement
Between
CyberQuest, Inc.
and
Shop TV, Inc.
bid4it Seller Agreement
TABLE OF CONTENTS
ARTICLE I. AGREEMENT, TERM, AND DEFINITIONS ................................2
ARTICLE II. BUYER ORDERS...................................... ............2
ARTICLE III. PROVISION OF PRODUCTS AND SERVICES ..............................4
ARTICLE IV. WARRANTIES, INDEMNITIES, AND LIABILITIES .........................5
ARTICLE V. PAYMENTS TO SELLER ..............................................5
ARTICLE VI. TERMINATION ......................................................7
ARTICLE VII. MISCELLANEOUS ...................................................7
EXHIBIT I - CBQ BUSINESS PRACTICES.........................................12
EXHIBIT II - SELLER INFORMATION .............................................13
EXHIBIT III -TRANSPORTATION .................................................14
EXHIBIT IV -SELLER APPLICATION ..............................................15
EXHIBIT V - PRICES, CHARGES AND FEES ........................................16
bid4it SELLER AGREEMENT
THIS bid4it(TM) SELLER AGREEMENT (the "Agreement") dated 10th
day of February, 1999 (the "Effective Date"), is between SHOP TV, Inc., a
Florida corporation and CyberQuest, Inc., a Colorado Corporation ("CBQ").
ARTICLE . AGREEMENT, TERM, AND DEFINITIONS
1.1 Agreement and Term. The parties agree that the terms and conditions of
this Agreement apply only to the provision of products and services by
Seller to bid4it Buyers. The term of this Agreement commences on the
Effective Date and the agreement shall continue to be in effect unless
terminated under provisions of Article VI of this Agreement.
1.21 Definitions: The following definitions apply to the Agreement:
(a) "Buyer" - The CBQ registered customer who is in good
standing and eligible to place Bids in the
CyberMarketMaker(TM).
(b) "Seller Agent" - The individual(s) assigned by Seller to
be Seller's legally authorized System user. The Seller
Agent is empowered by Seller to offer Products and
Services, set Ask Prices, and approve, input or transmit
any other System data.
(c) "System" - The seller and buyer modules of the, CBQ
CyberMarketMaker computer program and system available on
the World-Wide-Web (Internet) at ▇▇▇▇▇▇.▇▇▇ where Sellers
place asks and Buyers make bids for CBQ-bid4it-defined
products and services.
(d) "Products and Services" - The products and services
offered for sale by Seller to Buyer on the System.
(e) "Ask Price" - The price Seller requests as payment for
Products and Services. Ask Prices do not include sales
or use taxes or freight charges.
(g) "Bid Price" - The price Buyer offers to pay Seller for
Products and Services. Bid Prices do not include
applicable sales or use taxes or freight charges.
(h) "Selling Price" - Price at which bid and ask match and
order is made.
ARTICLE II. BUYER ORDERS
2.1 Preparation to Accept Buyer Orders. Seller shall perform, at Seller's
expense, any computer system preparation required to transmit Ask
Prices and related information regarding Seller's Products and Service
to the System. Seller and Seller Agent shall cooperate with CBQ to
keep
then-current Seller Ask Prices and Products and Services and related
information, including inventory availability, up-to-date in the
System.
2.2 Issuance and Acceptance of Buyers Orders. Buyer orders accepted in
accordance with this Section are referred to as "Buyer Orders.".
References in this Section to Buyer Orders also apply to
alterations to Buyer Orders. The following governs the issuance and
acceptance of Buyer Orders under this Agreement:
(a) CBQ may issue Buyer Orders to Seller identifying the Products
and Services which Buyers desire to obtain from Seller. The
Buyer Order is a purchase order authorizing Seller to ship
Products or perform Services and will contain a unique Buyer
Order Number, referred to as the "Buyer Order Reference,
Number".
(b) Seller shall accept Buyer Orders by commencing performance
pursuant to same. In the event that Seller is unable to perform,
pursuant to the Buyer Order, Seller shall notify CBQ immediately
using the System Seller screen data-entry form or via automatic
Seller-system-generated Email to the System.
(c) Buyer Orders include applicable sales and use taxes and freight
charges. All funds shall be, tendered in U.S. dollars, based on
daily fluctuating currency rates as listed in the Wall Street
Journal.
2.3 Buyer Order Alterations. CBQ may, at any time prior to Seller's
delivery of the Products to the common carrier, issue an alteration to
a Buyer Order in order to (i) change a location for delivery, (ii)
modify the quantity or type, of Products and Services to be delivered
or performed, (iii) implement any change or modification as required by
or permitted in this Agreement.
2.4 Cancellation of Buyer Order. Except as otherwise agreed upon by the
parties, CBQ may cancel all or any portion of a Buyer Order at any time
prior to Seller's delivery of the Products to the common carrier or
prior to Seller's commencing performance of Services.
2.5 Product Returns. Buyer shall have the unconditional right, subject to a
restocking fee, to return Product purchased from Seller pursuant to
this Agreement during the thirty (30) days immediately following
delivery of such Product by the, freight carrier. Seller agrees to
accept, for unconditional refund, Products returned at Seller's
expense, provided that CBQ complies with each of the following
conditions:
(a) CBQ obtains a Return Material Authorization ("RMA") number from
Seller prior to any such return; provided, however. that Seller
shall accept returned product in accordance with this Section
absent an RMA number if Seller fails to issue said RMA number
within five (5) working days of CBQ's request for such number.
ARTICLE 111. PROVISION OF PRODUCTS AND SERVICES
3.1 Non-exclusive Market and Purchase Rights. It is expressly understood
and agreed that this Agreement does not grant to Seller an exclusive
right to provide to Buyers any or all of Seller's Products and
Services, and shall not prevent CBQ from acquiring from other sellers,
products or services similar to Seller's Products and Services on
behalf of Buyers. Seller agrees that acquisitions by CBQ pursuant to
this Agreement shall neither restrict the right of CBQ to cease
acquiring nor require CBQ to continue any level of such acquisitions.
Estimates or forecasts furnished by CBQ to Seller, if any, prior to or
during the term of this Agreement shall not constitute commitments.
3.2 Transportation. Seller shall deliver Products to the CBQ Buyer on the
delivery date set forth in the applicable Buyer Order in accordance
with the Exhibit to this Agreement entitled "Transportation," unless
otherwise agreed upon by the parties.
3.3 Risk of Loss and Damage. All risk of loss or damage to the Products
shall be borne by Seller. Buyers shall inspect each shipment for
missing or lost items and CBQ shall inform Seller of problems. In the
event of loss or damage during transit, Seller will replace lost or
damaged Products with identical Products as soon as possible.
3.4 Right to Cancel for Delays. In the event of a delay in delivery of all
or any portion of Products listed on a Buyer Order, CBQ may cancel all
or any portion of the Products in such order.
3.5 Defective Products. "Defective Products" are those which fail to
operate according to, manufacturer specifications within the first
thirty (30) days after receipt by the Buyer. Seller agrees to accept
Defective Products, at Buyer's option for either (i) even exchange, and
to ship, at Seller's expense, to the address designated by CBQ, an
identical replacement within twenty-four (24) hours of receiving
notification of such failure or (ii) Seller agrees to accept for
unconditional refund Products, returned at Seller's expense, provided
that CBQ complies with each of the following conditions:
(a) CBQ obtains a Return Material Authorization ("RMA") number from
Seller prior to any such return; provided, however, that Seller
shall accept returned product in accordance with this Section
absent an RMA number if Seller fails to issue said RMA number
within five (5) working days of CBQ's request for such number.
(b) CBQ arranges return freight for the returned Product(s), which cost
shall be borne by Seller.
In the case of (ii) above, whether Seller has or has not received
settlement payment for such Defective Products(s), CBQ will initiate a
sales return (credit) transaction an behalf of Buyer which will debit
Seller's accounts receivable settlement account in the full amount of
the original charge for the Product, including applicable sales and use
tax and freight charges. In the event that a Buyer Order includes a
Defective Product and other Product which Buyer desires to keep,
the return credit will be issued for only the amount of the returned
Defective Product, including pro-rated taxes and freight charges.
3.6 Time of Performance. Seller shall make every possible effort to ensure
on time shipment of Products according to the terms of the Buyer Order,
or in no case more than 24 hours after receipt of such Order.
Therefore. time is expressly made of the essence with respect to each
and every term and provision of the Article.
ARTICLE IV. WARRANTIES,INDEMNITIES, ANDLIABILITIES
4.1 Warranty Seller represents and warrants that during the Term of this
Agreement:
(a) Seller has not and will not enter into agreements or commitments
which are inconsistent with or conflict with the rights granted
to CBQ in this Agreement.
(b) The Products are and shall be free and clear of all liens and
encumbrances, and CBQ Buyers shall be entitled to use the
Products without disturbance.
(c) Each Product, except those specifically being marketed as
"refurbished" or "as is" merchandise. (i) shall be new and shall
be free from defects in manufacture, materials, and design, (ii)
shall have been manufactured in a quality manner, and (iii)
shall function properly under ordinary use and operate in
conformance with their Applicable Specifications and
Documentation from the date of receipt by the CBQ Buyer, until
the date specified in the Products and Services offering, unless
Seller or Product manufacturer offers a warranty of longer
duration to other similar buyers.
4.2 Survival of this Article. The provisions of this Article shall survive
the term of termination of the Agreement for any reason.
ARTICLE V. PAYMENTS TO SELLER
5.1 Automatic Payment. Seller shall not be required to issue an invoice to
CBQ in order to receive automatic payments of the Amount Due under this
Agreement ("Automatic Payment").
(a) The "Amount Due" means the dollar amount due to Seller less a
discount representing CBQ charges and fees and including, without
limitation, applicable taxes for Products and Services Offers
provided pursuant to this Agreement or as otherwise agreed to by
CBQ and Seller. The CBQ discount shall be detailed in the Exhibit
of this Agreement entitled "Prices, Charges and Fees."
(b) "Banking Information," including funds and EDI routing
instructions shall be detailed in the Exhibit of this Agreement
entitled "Seller Application."
5.2 Overpayment and Underpayment. If Seller receives a settlement payment
from CBQ that is greater than the Amount Due, Seller shall refund the
amount of the overpayment to CBQ within thirty (30) days of Seller's
receipt of a CBQ invoice and records showing proof of overpayment. In
the event of an underpayment by CBQ, Seller agrees to submit to CBQ an
invoice which contains the applicable Buyer Order number, the
manufacturer (if applicable), the items description or serial number
(if applicable), the payment amount, the debit amount, and the tax
amount. CBQ shall pay any undisputed sums therefor within thirty (30)
days from CBQ's receipt of such invoice.
5.3 Fraud. In the event that Seller ships Product(s) to a Buyer whose
credit card bank subsequently denies payment, for any reason, and
through no fault of CBQ or the CBQ credit-transaction processor
("Transaction Processor"), CBQ's only liability will be the immediate
termination of Buyers right to purchase by revoking said Buyer's
account with bid4it, and a charge-back debit including bank fees (if
any) associated with the transaction, will be issued to Seller's
settlement account.
5.4 Reconciliation. From time to time, at CBQ's request, Seller shall
assist with the reconciliation of the Amount Due and the settlement
payments made by CBQ to Seller. Upon receipt of reasonable advance
notice from CBQ, Seller agrees to make available to CBQ such records as
may reasonably be required for such reconciliation.
5.5 Taxes. This Section applies to the payment of taxes pursuant to this
Agreement.
(a) Seller shall provide to CBQ, as part of the Seller Application, the
list of states and their respective registration numbers where Seller
is qualified and registered to collect sales/use taxes in all of the
taxing jurisdictions within that state. In the event Seller may quality
and register to collect sales/use taxes in any additional
jurisdictions, Seller shall notify CBQ within ten (10) days. CBQ shall
have no responsibility regarding taxes due to Seller on Buyer Orders
shipped between the time of such qualification and registration and the
date of notice by Seller.
(b) CB Q shall remit to Seller amounts equal to taxes collected based
upon Buyer purchases' of Products and Services pursuant to this
Agreement, including federal, state and local sales or use taxes, due
to Seller in respect of the foregoing.
(c) Seller agrees to reasonably cooperate with CBQ, and shall make
available to CBQ, and any taxing authority, all information, records,
or documents relating to any audits or assessments attributable to or
resulting from the payment process.
(d) Upon written notification by CBQ and subsequent verification by
Seller, Seller shall reimburse CBQ in a timely manner, for any and all
taxes erroneously paid by CBQ to Seller.
5.6 Shippment Information. This Section applies to the relationship
between Seller's System input(s) and the timing of subsequent CBQ
action(s) to close sales transactions on Buyer Orders pursuant to
this Agreement.
(a) Seller shall input certain information into the System to notify
CBQ that Seller has shipped products or performed the services
contained in Buyer Orders, which information shall constitute
confirmation of sale completion and authorize CBQ to complete the sales
transaction ("the Transaction").
(b) The System will generate a unique Buyer Order Reference Number for
each Buyer Order, which Number Seller shall include and cause to be
recorded in the shipping documentation processed and sent along with
the associated shipment.
(c) CBQ shall have no liability for Auto Payment of Buyer Orders for
which Seller has failed to comply with this Shipment Information
section of the Agreement.
ARTICLE VI. TERMINATION,
6.1 Termination for Cause. In the event that either party materially or
repeatedly defaults in the performance of any of its duties or
obligations set forth in this Agreement, and such default is not
substantially cured within thirty (30) days after written notice is given
to the defaulting party specifying the default, then the party not in
default may, by giving written notice thereof to the defaulting party,
terminate this Agreement and any applicable Buyer Orders whether or not
relating to such default, as of a date specified in such notice of
termination.
6.2 Termination for Insolvency or Bankruptcy. Either party may immediately
terminate this Agreement by giving written notice to the other party in
the event of (i) the liquidation or insolvency of the other party, (ii)
the appointment of a receiver or similar officer for the other, (iii) an
assignment by the other party for the benefit of all or substantially all
of its creditors, (iv) entry by the other party into an agreement for the
composition, extension, or readjustment of all of substantially all of
its obligations, or (v) the filing of a meritorious petition in
bankruptcy by or against the other party under any bankruptcy or debtor's
law for its relief or reorganization.
6.3 Rights Upon Termination. Buyer Orders (unless specifically terminated as
set forth in this Article) which require performance or extend beyond the
term of this Agreement shall, at CBQ's option, be so performed and
extended and shall continue to be subject to the terms and conditions of
this Agreement.
ARTICLE VII. MISCELLANEOUS
7.1 Binding Nature, Assignment. and Subcontracting. This Agreement shall be
binding on the parties and their respective successors in interest and
assigns, but neither party shall have the power to assign this Agreement
nor to subcontract or delegate any of its duties or obligations to be
performed as set forth in this Agreement or in a Buyer Order to any third
party without the prior written consent of the other party. which consent
shall not be unreasonably withheld. Consent to an assignment or a
subcontract shall not relieve the assigning party of full responsibility
for complete performance of all of its obligations set forth 'in this
Agreement or in
such Buyer Order and such assigning party shall remain responsible for
any assignee's or subcontractor's compliance with the non-disclosure and
confidentiality provisions set forth ill this Agreement.
7.2 Counterparts. This Agreement may be executed in several counterparts, all
of which taken together shall constitute one single agreement between the
parties.
7.3 Headings. The, Article and Section headings used in this Agreement are
for reference and convenience only and shall not enter into the
interpretation hereof.
7.4 Relationship of Parties. CBQ and Seller each is performing pursuant to
this Agreement only as an independent contractor. Seller has the sole
obligation to supervise, manage, contract, direct, procure, perform or
cause to be performed its respective obligations sot forth in this
Agreement, except as otherwise agreed upon in writing by authorized
representatives of the parties. Nothing set forth in this Agreement shall
be construed to create the relationship of principal and agent between
Seller and CBQ. Neither CBQ nor Seller shall act or attempt to act or
represent itself, directly or by implication, as an agent of the other
party or its affiliates or in any manner assume to create, or attempt to
assume or create, any obligation on behalf of, or in the name of, the
other party or its affiliates.
7.5 Confidentiality. "Information" means (i) written information received
from the other party which is marked or identified as confidential and/or
proprietary, (ii) the terms and conditions of this Agreement and (iii)
oral or visual information identified as confidential at the time of
disclosure which is summarized in writing and provided to the other party
in written form within five (5) days after such oral or visual
disclosure.
During the term of this Agreement each party may use Information received
from the other party only in connection with support of a bona-fide CBQ
Buyer Order, and each party shall use the same means it uses to protect
its own confidential and proprietary information, but in any event not
less than reasonable means, to prevent the disclosure and to protect the
confidentiality of the Information received.
Notwithstanding the above provisions, Seller acknowledges that in the
course of performance of its obligations pursuant to this Agreement,
Seller may obtain confidential and/or proprietary Information of CBQ or
its affiliates or Buyers. Seller hereby agrees that all such confidential
and/or proprietary information so received, whether before or after the
Effective Date, shall be maintained in strict confidence, shall be used
only for purposes of this Agreement and shall not be disclosed by Seller,
or its agents or employees without the prior written consent of CBQ.
The provisions of this Section shall not apply to confidential and/or
proprietary information of CBQ or its affiliates or Buyers, or
Information, (i) already known by the recipient party without an
obligation of confidentiality, (ii) publicly known or becomes publicly
known through no unauthorized act of the recipient party, (iii)
rightfully received from a third party without obligation of
confidentiality, (iv) disclosed without similar restrictions to a third
party by the party owning the Information, (v) approved by the other
party for disclosure, or (vi) required to be disclosed pursuant to a
requirement of a governmental agency or law so long as the disclosing
party provides the other party with notice of such requirement prior to
any such disclosure. The provisions of this Section shall survive the
term or termination of this Agreement for any reason for a period of two
(2) years.
7.6 Media Releases. Except for any announcement intended solely for internal
distribution by CBQ or Seller, or any disclosure required by legal,
accounting, or regulatory requirements beyond the reasonable control of
CBQ or Seller, all media releases, public announcements, or public
disclosures (including. but not limited to, promotional or marketing
material) by CBQ or Seller or its employees or agents relating to this
Agreement or its subject matter, or including any name, trade name,
trademark, or symbol of CBQ bid4it or any affiliate of CBQ, or Seller,
shall be coordinated with and mutually approved in writing by CBQ and
Seller prior to the release prior thereof. Seller shall not represent
directly or indirectly that any Product or Service Offers by Seller to
CBQ Buyers has been approved or endorsed by CBQ or include the name,
trade name, trademark. or symbol of CBQ, bid4it or any affiliate of CBQ
on a list of Seller's customers without CBQ's express written consent.
7.7 Dispute Resolution. In the event of any disagreement regarding
performance under or interpretation of the Agreement or breach thereof,
and prior to the commencement of any formal proceedings, if the dispute
cannot be settled through negotiation, the parties shall continue
performance as set forth in this Agreement and shall attempt in good
faith to reach a negotiated resolution by mediation administered by the
American Arbitration Association (▇▇▇.▇▇▇.▇▇▇) under its Commercial
Mediation Rules before resorting to arbitration, litigation, or some
other dispute resolution procedure to resolve the dispute.
7.8 International Business. This Agreement shall apply to the acquisition of
Products and Services for use in or in support of the performance or
resale of Products and Services in the United States and its territories.
Seller and CBQ and/or their respective agents, distributors, or
affiliates authorized to conduct business in countries outside the United
States may negotiate in good faith, supplemental agreements incorporating
further terms and conditions required by local law. In the event any
supplemental agreement is inconsistent with any term or condition of this
Agreement, such supplemental agreement shall control.
7.9 Export. Neither party shall export any Products or Information protected
hereunder by an obligation of confidentiality from the United States,
either directly or indirectly, without first obtaining a license or
clearance as required from the United States Department of Commerce or
other agency or department of the United States Government as required by
law.
7.10 CBQ Business Practices. Seller shall comply with the CBQ Business
Practices set forth in the Exhibit of this Agreement titled "CBQ
Business Practices."
7.11 Compliance with Laws. In the performance of Services or the provision of
Products pursuant to this Agreement, both parties shall comply with the
requirements of all applicable laws, ordinances, and regulations of the
United States or any state, country, or other governmental entity. Each
party shall indemnify defend, and hold the other party harmless from and
against any and all claim, actions, or damages arising from of caused by
its failure to comply with the foregoing.
7.12
Notices.Wherever one party is required or permitted to give notice to the other
pursuant to this Agreement, such notice shall be deemed given when
delivered in hand, when mailed by registered or certified mail, return
receipt requested, postage prepaid, or when sent by a third party
courier service where receipt is verified by their receiving party's
acknowledgment, and addressed as follows:
In the case, of CBQ: In the case of the Seller:
CyberQuest, Inc. Name: SHOP TV, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇.▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Pompano Beach, FL Zip 33064
Attn: bid4it Contract Administrator Attn: ▇▇▇▇ Warm
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Customer Service: ▇▇▇-▇▇▇-▇▇▇▇
Either party may from time to time change its address for notification
purposes by giving the other party written notice of the new address
and the date upon which it will become effective; first class, postage
prepaid, mail shall be acceptable for provision of change of address
notices.
7.13 Severability. If, but only to the extent that, any provision of this
Agreement is declared or found to be illegal, unenforceable, or void,
then both parties shall be relieved of all obligations arising under
such provision, it being the intent and agreement of the parties that
this Agreement shall be deemed amended by modifying such provision to
the extent necessary to make it legal and enforceable while preserving
its intent, If that is not possible, another provision that is legal and
enforceable and achieves the same objective shall be substituted. If the
remainder of this Agreement is not affected by such declaration or
finding and is capable of substantial performance, then the, remainder
shall be enforced to the extent permitted by law.
7.14 Waiver. Any waiver of this Agreement or of any covenant, condition, or
agreement to be performed by a party under this Agreement shall (i) only
be valid if the waiver is in writing and signed by an authorized
representative of the party against which such waiver is sought to be
enforced, and (ii) apply only to the specific covenant, condition or
agreement to be performed, the specific instance, or specific breach
thereof and not to any other or instance or breach thereof or subsequent
instance or breach.
7.15 Remedies. Except as otherwise provided in this Agreement, all remedies
set forth in this Agreement, or available by law or equity shall be
cumulative and not alternative, and may be enforced concurrently or from
time to time.
7.16 Survival of Terms. Termination or expiration of this Agreement for any
reason shall not release either party from any liabilities or
obligations act forth in this Agreement which (i) the parties have
expressly agreed shall survive any such termination or expiration, or
(ii) remain to be performed or by their nature would be intended to be
applicable following any such termination or expiration.
7.17
Exhibitsand Schedules. All Exhibits, documents. and schedules referenced in
this Agreement or attached to this Agreement, and each Buyer Order
accepted by Seller are an integral part of this Agreement. In the event
of any conflict between the terms and conditions of any Exhibits,
documents, schedules or Buyer Orders and this Agreement, the terms of
this Agreement shall be controlling unless otherwise agreed to in
writing by authorized representatives of the parties.
7.18 Governing law. THE RIGHTS AND OBLIGATIONS OF THE PARTIES PURSUANT TO
THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS Of THE 1980
UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE
LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF TEXAS.
7.19 Entire Agreement. This Agreement constitutes the entire and exclusive
statement of the Agreement between the parties with respect to its
subject matter and there are no oral or written representations,
understandings or agreements relating to this Agreement which are not
fully expressed in the Agreement. This Agreement shall not be amended
except by a written agreement signed by both parties. Any other terms or
conditions included in any license agreements, quotes, invoices,
acknowledgments, bills of lading, or other forms utilized or exchanged
by the parties shall not be incorporated in this Agreement or be binding
upon the parties unless the parties expressly agree in writing or unless
otherwise provided for in this Agreement.
IN WITNESS WHEREOF Seller and CBQ acknowledge that each of the provisions of
this Agreement were expressly agreed to and have each caused this Agreement to
be signed and delivered by its duly authorized officer or representative as of
the Effective Date.
SHOP TV, Inc. CyberQuest, Inc.
By: /s/ ▇▇▇▇ ▇. Warm By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇ ▇. Warm Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Operating Officer Title: CEO
Date: /s/ 2-9-99 Date: /s/ 2-8-99
EXHIBIT - CBQ BUSINESS PRACTICES
CBQ Sellers have played a key role in our continuous growth and
success. We sincerely appreciate your support in order to avoid any conflicts of
interest with our Sellers and to keep business relationships on a professional
basis, CBQ has established and briefed its employees on the following business
practices, Please review these business practices carefully and give a copy to
any of your associates who have a need to know.
1. In selecting Sellers, CBQ will test the market to assure quality and
expects its Sellers to provide a quality product or service.
2. No CBQ employee is to ask for anything of value from a Seller. Gifts from
Seller such as tickets to athletic events, concerts or the theater,
personal travel, or any type of personal item are discouraged by our
business practices. If any CBQ employee is offered or accepts an item of
value from a Seller, the employee is to report it to the appropriate CBQ
management.
3. If any CBQ employee engages in any type of unethical behavior such as
requesting anything of value from a Seller, the Seller is requested to
report the incident to the appropriate CBQ management.
4. Occasional meals during visits to a Seller's facilities or a CBQ business
meeting location during which a Seller incurs normal and reasonable
marketing expenses are acceptable. The CBQ employee is required to report
such meal expenses to their management.
CBQ appreciates your cooperation in complying with these business practices.'
EXHIBIT 11 - SELLER INFORMATION
In the, course of doing business, certain Seller information ("Seller
Information") must be maintained in the System. The Seller Information will be
used to create database tables which will enable CBQ to post Seller's Asks,
update Ask Prices, effective and expiration dates and other information
necessary or required to conduct business as a Seller. The Seller shall supply
this Seller Information to CBQ in an electronic format or other format as
appropriate depending upon the technology available to Seller.
CBQ reserves the right to alter the type and format of required Seller
Information. CBQ will provide Seller reasonable notice on making such changes,
and will provide new instructions via e-mail to the primary Seller Agent
currently registered in the System.
CBQ reserves the right to deny or edit any image supplied, and the
Seller may or may not be notified of such a decision. Images used will be solely
at the discretion of bid4it. Should editing of an image, be required, bid4it
will charge the Seller the appropriate charges necessary, as detailed in the
Seller Agreement and any other amendments agreed upon.
EXHIBIT III -TRANSPORTATION
Seller shall be required to maintain transportation agreements for the
purpose of fulfilling Buyer Orders pursuant to Article 11 of this Agreement.
The method and mode of all required transportation and packing shall be
those selected by Buyer, in accordance with this Exhibit. CBQ agrees to work
with Seller to minimize transportation costs for all Products shipped under the
provisions of this Exhibit,
The following procedures apply to all domestic freight:'
1. All shipments will be sent according to the applicable Buyer Order.
2. CBQ will maintain carrier's current standard rate tables in the System.
3. An orders must ship "complete" unless specified otherwise by Buyer.
4. The Buyer Order Reference Number must be referenced on all waybills in the
"reference information area."
NOTE: CBQ ACCEPTS NO LIABILITY FOR AUTO PAYMENT OF BUYER ORDERS SHIPPED ON
WAYBILLS WHICH DO NOT REFERENCE THE UNIQUE BUYER ORDER REFERENCE NUMBER IN THE
"REFERENCE INFORMATION AREA."
EXHIBIT IV -SELLER APPLICATION
Seller shall provide certain banking information to CBQ so that
Automatic Payments may be made to Seller. This Exhibit IV will also serve as the
bid4it Seller Application far purposes of this Agreement and contains the
required Seller Banking Information. A completed and signed copy of banks'
documentation granting CBQ permission to draft Seller's bank account may be
attached as a part of this Exhibit. (Permission to draft Seller's bank account
if overpayment pursuant to Section 5.2 of this Agreement.)
Amtrust Bank/Ohio Savings
Deerfield Office,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
Bank Routing Number: ▇▇▇▇▇▇▇▇▇
Phone Number: ▇▇▇-▇▇▇-▇▇▇▇
Contact Name: ▇▇▇ ▇▇▇▇▇▇▇
Name of Account: Tricom Pictures, Shop TV Account
Name of Primary Signatory on Account: ▇▇▇▇ ▇▇▇▇▇▇
Name of Secondary Signatory on Account, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ Warm
Federal Tax ID # ▇▇-▇▇▇▇▇▇▇
Bank Account Number: 00779000092
Changes to Seller's banking information may be made by following the
instructions provided in the Notices Section of this Agreement.
In addition, Seller is required to provide to CBQ a list of states in which
Seller is qualified and registered registered to collect sales and use taxes
pursuant to Section 5.5 of this Agreement.
EXHIBIT V - PRICES, CHARGES AND FEES
Seller agrees to accept Automatic Payments pursuant to Article V of
this Agreement. Automatic Payments will reflect a discount consisting of
acquiring bank's credit card and other Processing fees and CBQ charges and fees
based on the fee schedule below, which amount will be deducted from the Amount
Due on a Transaction-by-Transaction basis.
Transaction Fee Schedule
Sales Price % Fee
< $500 20
$501-999 15
$1,000-4,999 14
$5,000-9,999 13
$10,000-14,999 12
$15,000-19,999 11
$20,000-24,999 10
$25,000-49,999 9
$50,000-74,999 8
$75,000-99.999 7
$100,000-149,000 6
$150,000-199,999 5
$200,000-249,999 4
$250,000-299,999 3
$300,000-349,999 2
$350,000-399,999 1.5
>$400,000 1