Terms For Doing Business
Terms For Doing Business
Terms For Doing Business
Buyers customers returns of products not properly identified will be assessed and debited on future payments.
9. Price Changes
Vendor will provide a 60-day written notice of any policy or price changes (increases, decreases, discounts allowed,
MSRPs, MAP pricing, special sales, rebates or any other allowances that might apply. Vendor will also e mail an
excel spread sheet outlining any of these changes, including the full UPC code, description size and form of product
to merchandising@garyswow.com, and also notify the appropriate category manager via e-mail.
10. Brokerage Commissions
If a relationship with a new Vendor is formed either through Buyer directly contacting the Vendor or vice versa, Buyer
shall be set up as a national account or house account. Buyer will not agree to pay brokers commissions when the
broker did not actively play a role in forming the relationship and introduction of the brand. These commissions should
be directed towards Buyers price of goods or to other allowances better utilized to grow sales and help to establish a
successful relationship.
11. Certificate of Liability Insurance
Throughout the term of this Agreement, Vendor will maintain a comprehensive General/Product Liability (occurrence
or claims-made) policy for bodily injury and property damages in an amount no less than $1,000,000.00. Vendor will
provide a copy of its current Certificate of Liability insurance naming Buyer and its affiliates as additional insureds.
12. Overages
If Buyer, in its sole discretion, decides to keep overages of product shipped to it, Buyer will request an invoice for the
extra product. Otherwise, a call tag and/or a Return Authorization # with your shipping account number will be
requested. Product must be picked up within 2 weeks of request or it will be disposed of.
13. Shortages
Vendor will be notified via email of any shortages in shipment. A Vendor Charge Back (VCB) will be issued and the
invoice will be short paid.
14. Damages
A VCB will be issued on shipments with visible damage and the invoice will be short-paid. Vendor will be notified so
it may redeem losses through the freight carrier.
15. Hidden Damages
Items found damaged prior to shipping to Buyers customers will be logged and refunds /credits will be taken through
assigned Vendor contact. Buyers inventory control staff will notify Vendor via email or fax.
16. Customer Returns
Items returned by Buyers customers that cannot be resold will be logged and refunds/credits will be taken unless an
alternate agreement or spoilage allowance has been established & agreed upon by both Parties. Buyers Inventory
Control Staff will notify Vendor via email or fax.
17. Indemnification
Vendor agrees to defend, indemnify and hold Buyer, Buyers affiliates and their respective officers, directors,
shareholders, agents and representatives (collectively, "Indemnities") harmless from and against any loss, claim,
demand, liability, damage, suit, cost or expense, including attorneys' fees, suffered or incurred by Indemnities in
connection with (a) the failure of the products to conform in any respect to the representations and warranties
contained in any part of this Agreement, (b) the failure of the products to meet label claims, (iii) the promotion, sale,
purchase, resale, or use of the products or any litigation or threatened litigation based thereon, and (iv) all intellectual
property infringement and misappropriation claims based on the products. This indemnity and defense shall be in
addition to other remedies afforded to Buyer or Buyers affiliates at law or in equity. This indemnity and defense shall
or condition of this Agreement. This Agreement shall be interpreted, construed, and enforced in all respects in
accordance with the laws of the Commonwealth of Pennsylvania. Venue of any action relating to, or arising out of, this
Agreement shall lie exclusively in the courts located in Allegheny County, Pennsylvania.
The Parties hereto have read and agree to the terms as outlined in the above referenced document:
BUYER
VENDOR
*(must be hand signed or we cannot accept)
By:
By:
Name:
Name:
Title:
Title:
Date:
Date: