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Title: |
Supplier Agreement |
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Date: |
2004 |
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Preview shows 12KB of 70KB total |
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$40 |
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#885120 |
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DATE 3/5/2003 Exhibit 10.58
SUPPLIER AGREEMENT
WAL-MART STORES, INC.
DIRECT IMPORTS (U.S.)
Corporate Office
Bentonville, AR 72716
(501) 273-4000
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN WAL-MART (PURCHASER), AND
SUPPLIER. THE PARTIES HERETO AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS
HEREIN. HOWEVER, THIS SUPPLIER AGREEMENT AND OTHER TERMS, CONDITIONS AND
STANDARDS INCORPORATED HEREIN DO NOT CREATE AN OBLIGATION FOR PURCHASER TO
PURCHASE MERCHANDISE OR OTHER GOODS.
<Table>
<S><C>
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TO BE COMPLETED BY PURCHASER: HOST Supplier No. Dept. Seq.
Effective Date [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
PC Supplier No.
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
[X] WAL-MART [X] EXISTING SUPPLIER
[ ] SAM'S CLUB [ ] NEW SUPPLIER
CATEGORY
[ ] SUPERCENTER [ ] UPDATE DEPARTMENT: 10 TLE
[ ] OTHER [ ] NEW SEQ. BUYER: DANIEL SAEVA Ext.
------------------------------------------------------------------------------------------------------------------------------------
GENERAL SUPPLIER INFORMATION:
PURCHASER RESERVES THE RIGHT TO REMIT TO THE PARTY TO WHOM THE PURCHASE ORDER IS ISSUED.
LEGAL ADDRESS OF SUPPLIER: ADDRESS TO SEND PURCHASE ORDERS:
Supplier Name ROCKFORD CORPORATION Supplier Name ROCKFORD CORP
Address 600 S. ROCKFORD DRIVE Attention JIM SANDO
City TEMPE State AZ Country 85281 USA Address 600 S. ROCKFORD DR.
Factor Name: City TEMPE State AZ Country 85281 USA
Supplier Also Doing Business As: Address for use by delivery services other than regular mail,
(Attach a list to this Agreement if space below is insufficient) If not already shown in the purchase order address above.
ROCKFORD CORP Supplier # 138122-10
Supplier # Phone
ADDRESS OF FACTORY:
Factory Name ARTCO INTN'L ELECTRONICS CO, LTD Phone 480-517-3032
Address Fax: 480-804-8549
City State Country CHINA
IF BENEFICIARY'S ADDRESS IS DIFFERENT FROM ABOVE, EXPLAIN BELOW ADDRESS TO SEND PRICING TICKETS/BAR CODE LABELS:
Beneficiary: ROCKFORD CORP Supplier Name: ROCKFORD CORP
Address: 600 S. ROCKFORD DR Attention: JIM SANDO
City TEMPE State AZ Country USA Address: 600 S. ROCKFORD DR
85281 City TEMPE State AZ Country 85281 USA
Letters of Credit will be issued with Supplier as Beneficiary. If a Beneficiary other than Supplier is indicated, Wal-Mart reserves
the right to issue the purchase order and letter of credit to this other Beneficiary.
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SUPPLIER FINANCIAL INFORMATION
Supplier shall furnish to Purchaser, when submitting this completed agreement, a complete set of current financial statements or
its equivalent.
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NOTICE REGARDING ASSIGNMENT OF ACCOUNTS
The Supplier shall provide Purchaser written notice of an assignment, factoring, or other transfer of its right to receive payments
arising under this agreement 30 days prior to such assignment, factoring, or other transfer taking legal effect. Such written
notice shall include the name and address of assignee/transferee, date assignment is to begin, and terms of the assignment, and
shall be considered delivered upon receipt of such written notice by the Director of the Direct Imports Department. Supplier shall
be allowed to have only one assignment, factoring or transfer legally effective at any one point in time. No multiple assignments,
factorings or transfers by the Supplier shall be permitted. Purchaser shall have the right to take deductions or other set-offs
against any payment assigned, transferred, or factored by the Supplier and Supplier shall defend and indemnify Purchaser against
and hold Purchaser harmless from any and all lawsuits, claims, actions, damages (including reasonable attorneys' fees, court costs,
obligations, liabilities, or liens) arising or imposed in connection with the assignment or transfer or factoring of any account or
right arising thereunder. Supplier also releases and waives any right, claim, or action against Purchaser for amounts due and owing
under this Agreement where Supplier has not complied with the notice requirements of this section. Such notices shall be mailed
directly to: Director of Direct Imports Department, Wal-Mart Stores, Inc., Bentonville, AR USA 72716.
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SHIPPING TERMS
Unless otherwise agreed, all goods shall be shipped Free on Board (FOB) port of export as enumerated in the INCO terms designated
by the International Chamber of Commerce. The Supplier shall deliver the goods on board and Carrier's vessel as designated by the
Purchaser at the named port of shipment on the date or within the period stipulated and in the manner customary at the port.
Supplier shall provide the goods in conformity with the contract of sale and shall obtain at its own risk and expense any export
license or other official authorization and carry out all customs formalities necessary for the exportation of the goods. Supplier
shall pay all costs relating to the goods until such time as they have passed the ship's rail at the named port of shipment and the
costs of customs formalities necessary for exportation as well as all duties, taxes and other official charges payable upon
exportation. Supplier shall also give the Purchaser written notice when the goods have been delivered on board the designated
Carrier's vessel. In the event that goods must be shipped by air due to the Supplier's inability to meet ship dates by ocean
transportation or as specified on the purchase order, the Supplier will be responsible for any and all air freight charges and must
reimburse Purchaser for any and all additional costs incurred as a result. Documentation necessary for payment will not be released
until payment of all such transportation charges is received by Purchaser.
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RETURN POLICY
PURCHASER MUST SPECIFY BELOW THE APPLICABLE RETURN POLICY PROGRAM FOR SUPPLIER.
Supplier will be charged for all returned merchandise regardless if the merchandise has been destroyed, recycled or returned.
Returned merchandise will be shipped freight, prepaid at Supplier's Cost and a 5% handling charge will be incurred. The Supplier
will be responsible for 100% payment of claim by check or wire transfer within 30 days of claim date.
Office Credit#:
ADDRESS TO FORWARD CLAIMS TO: COMMENTS:
JIM SANDO
ROCKFORD CORP
600 S. ROCKFORD DR
TEMPE, AZ 85281
Revised 8/25/99
Page 1 of 8
</Table>
<PAGE>
Phone #: 480 517 3032
--------------------------- -----------------------------
Fax #: 480 966 3983
--------------------------- -----------------------------
Contact: JIM SANDO
--------------------------- -----------------------------
[X] #1: RETURNED MERCHANDISE TO BE SENT TO U.S. STATESIDE FACILITY:
Returned Merchandise will be sent from the Return Center to the
Supplier, shipped prepaid at Supplier's cost and will include a 5%
handling charge.
Permanent return authorization #WAL-RA is required for shipment.
---------
ADDRESS TO SHIP RETURNS TO:
--------------------------- -------------------------------
ROCKFORD CORP
--------------------------- -------------------------------
955 N. FIESTA BLVD. #4
--------------------------- -------------------------------
GILBERT, AZ 85233 USA
--------------------------- -------------------------------
--------------------------- -------------------------------
--------------------------- -------------------------------
Phone #:480 517 3032
------------------- -------------------------------
Fax #: 480 966 3983
-------------------- -------------------------------
Contact: JIM SANDO
------------------- -------------------------------
RETURNS HELD AT OUR RETURN CENTERS FOR 10 DAYS AFTER THE REQUEST FOR
RETURN AUTHORIZATION WILL BE DISPOSED OF AT PURCHASER'S DISCRETION.
[ ] #2: RETURNED MERCHANDISE WILL NOT BE SENT TO SUPPLIER:
[ ] Return Center may dispose of returned merchandise through salvage
outlets.
[ ] Return Center must destroy merchandise.
When the Supplier agrees to allow Purchaser to dispose/destroy the
returns. Purchaser cannot retain samples due to the volume of returns
received. If upon presentation of the claim the Supplier requests
samples, Purchaser will make every effort to provide them. Whether or
not the samples are provided, the Supplier is responsible for paying
the claim.
[ ] #3: DEFECTIVE ALLOWANCE: --------% AT NEGOTIATED F.O.B. (BY PURCHASER
APPROVAL ONLY)
The Defective Allowance must be approved by the Purchaser and is based
on historical return rates. The Defective Allowance percentage may vary
from year to year and from department to department. Such rates will be
based on the number of actual shipments received by the Purchaser and
the number of returns received by the Purchaser from its customers. The
cost reflected on the import purchase order is the first cost which
includes the Defective Allowance at a set percentage as indicated above.
Returns will be monitored by Purchaser at store level and will be
tracked during the fiscal year. If the actual number of returns received
by the Purchaser exceed the defective allowance negotiated, a claim will
be filed against the Supplier for the excess amount. If the actual
returns received fall below the defective allowance negotiated, the
unused portion of the allowance will expire and will not be carried over
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