1
EXHIBIT 10.11
Vendor No. Department No. Effective Date
-------------- ------------ -----------
WAL-MART STORES, INC.
STANDARDS
FOR
VENDOR PARTNERS
Wal-Mart Stores, Inc. ("Wal-Mart") has enjoyed success by adhering to three
basic principles since its founding in 1962. The FIRST PRINCIPLE is the
concept of providing value and service to our customers by offering quality
merchandise at low prices every day. Wal-Mart has built the relationship with
its customers on this basis, and we believe it is a fundamental reason for the
Company's rapid growth and success. The SECOND PRINCIPLE is corporate
dedication to a partnership between the Company's associates (employees),
ownership and management. This concept is extended to Wal-Mart's Vendor
Partners who have increased their business as Wal-Mart has grown. The THIRD
PRINCIPLE is a commitment by Wal-Mart to the United States and the communities
in which stores and distribution centers are located.
Wal-Mart strives to conduct its business in a manner that reflects these three
basic principles and the resultant fundamental values. Each of our Vendor
Partners, including our Vendor Partners outside the United States, are expected
to conform to those principles and values and to assure compliance in all
contracting, subcontracting or other relationships.
Since Wal-Mart believes that the conduct of its Vendor Partners can be
transferred to Wal-Mart and affect its reputation, Wal-Mart requires that its
Vendor Partners conform to standards of business practices which are consistent
with the three principles described above. More specifically, Wal-Mart requires
conformity from its Vendor Partners with the following standards, and hereby
reserves the right to make periodic, unannounced inspections of Vendor
Partner's facilities to satisfy itself of Vendor Partner's compliance with
these standards:
1. COMPLIANCE WITH APPLICABLE LAWS
All Vendor Partners shall comply with the legal requirements and
standards of their industry under the national laws of the countries
in which the Vendor Partners are doing business. Should the legal
requirements and standards of the industry conflict, Vendor Partners
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 Vendor Partners who meet such industry standards. Vendor
Partners shall comply with all import requirements of the U.S. Customs
Service and all U.S. Government agencies. Necessary invoices and
required documentation must be provided in compliance with U.S. law.
Vendor Partners 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 to protect intellectual property rights in the United States or
elsewhere. All merchandise shall be accurately marked or labeled with
its country of origin in compliance with the laws of the United States
and 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 U.S. law. The commercial
invoice shall, in English, 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 Vendor Partners promptly.
2. EMPLOYMENT
Wal-Mart is a success because its associates are considered partners
and a strong level of teamwork has developed within the Company.
Wal-Mart expects the spirit of its commitment to be reflected by its
Vendor Partners with respect to their employees. At a minimum,
Wal-Mart expects its Vendor Partners to meet the following terms and
conditions of employment:
COMPENSATION
Vendor Partners shall fairly compensate their employees by
providing wages and benefits which are in compliance with the
national laws of the countries in which the Vendor Partners
are going business and which are consistent with the
prevailing local standards in the countries in which the
Vendor Partners are doing business, if the prevailing local
standards are higher.
HOURS OF LABOR
Vendor Partners shall maintain reasonable employee work hours
in compliance with local standards and applicable national
laws of the countries in which the Vendor Partners are doing
business. Employees shall not work more hours in one week than
allowable under applicable law, and shall be compensated as
appropriate for overtime work. We favor Vendor Partners who
utilize less than sixty-hour work weeks, and we will not use
suppliers who, on a regularly scheduled basis, require
employees to work in excess of a sixty-hour week. Employees
should be permitted reasonable days off (which we define as
meaning at least one day off for every seven-day period--in
other words, the employee would work six days and have at
least one day off during a seven day period) and leave
privileges.
FORCED LABOR/PRISON LABOR
Vendor Partners shall maintain employment on a voluntary
basis. Forced or prison labor will not be tolerated by
Wal-Mart. Wal-Mart will not accept products from Vendor
Partners 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 in the
manufacture of products it sells. We will not accept products
from Vendor Partners that utilize in any manner child labor in
their contracting, subcontracting or other relationships for
the manufacture of their products. For a definition of
"Child", we will look first to the national laws of the
country in which the Vendor Partner is doing business. If,
however, the laws of that country do not provide such a
definition or if the definition includes individuals below the
age of 15, Wal-Mart will define "Child", for purposes of
determining use of illegal child labor, as any one who is:
a. less than 15 years of age; or
b. younger than the compulsory age to be in school in
the country in which the Vendor Partner is doing
business, if that age is higher than 15.
Wal-Mart supports legitimate workplace apprenticeship
education programs for younger persons.
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DISCRIMINATION/HUMAN RIGHTS
Wal-Mart recognizes that cultural differences exist and
different standards apply in various countries, 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
Vendor Partners 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, religion, disability, sexual orientation or
political opinion.
3. WORKPLACE ENVIRONMENT
Wal-Mart maintains a safe, clean, healthy and productive environment
for its associates and expects the same from its Vendor Partners.
Vendor Partners shall furnish employees with safe and healthy working
conditions. Factories working on Wal-Mart merchandise shall provide
adequate medical facilities, fire exits and safety equipment, well lit
and comfortable workstations, clean restrooms, and adequate living
quarters where necessary. Wal-Mart will not do business with any
Vendor Partner which 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 Vendor Partners to
reduce excess packaging and to use recycled and non-toxic materials
whenever possible. We will favor Vendor Partners who share our
commitment to the environment.
5. BUY AMERICAN COMMITMENT
Wal-Mart has a strong commitment to buy as much merchandise made in
the United States as feasible. Vendor Partners are encouraged to buy
as many materials and components from United States sources as
possible and communicate this information to Wal-Mart. Further, Vendor
Partners are encouraged to establish U.S. manufacturing operations.
6. REGULAR INSPECTION AND CERTIFICATION BY VENDOR PARTNER
Vendor Partner shall designate, on a copy of the Wal-Mart Vendor
Partner Inspection and Certification Form, one or more of its officers
to inspect each of its facilities which produces merchandise sold to
Wal-Mart. Such inspections shall be done on at least a quarterly basis
to insure compliance with the standards, terms and conditions set
forth herein. The Vendor Partner Officer designated to perform such
inspections shall certify to Wal-Mart following each inspection that
he or she performed such inspection and that the results reflected on
such compliance inspection form are true and correct.
7. RIGHT OF INSPECTION
To further assure proper implementation of and compliance with the
standards set forth in this Memorandum of Understanding, 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 Vendor Partner which fails
or refuses to comply with these standards is subject to immediate
cancellation by Wal-Mart of all its outstanding orders with that
Vendor partner as well as refusal by Wal-Mart to continue to do
business in any manner with that Vendor Partner.
As an officer of __________________, a Vendor Partner 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 Vendor Partner 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 Vendor Partner and refusal by Wal-Mart to continue to do business in
any manner with said Vendor Partner. I am signing this statement, as a
corporate representative of ______________________, to acknowledge, accept and
agree to abide by the standards, terms and conditions set forth in this
Memorandum of Understanding between my company and Wal-Mart. I hereby affirm
that all actions, legal and corporate, to make this Agreement binding and
enforceable against __________________ have been completed.
VENDOR PARTNER COMPANY NAME,
ADDRESS, TELEPHONE AND FAX NUMBER
- --------------------------------- Representative Name:
/s/ MIKE PASSMAN
- --------------------------------- ---------------------------------
- --------------------------------- Typed Name: Mike Passman
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- --------------------------------- Title Vice President & Plant Manager
---------------------------------
- --------------------------------- Date: 6-7-96
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Attachment A
Warranty Policy
Brister's Thunder Karts, Inc.
Brister's Thunder Karts, Inc. (manufacturer) warrants its fun kart products on
a limited warranty basis for a period of ninety (90) days against manufacturers
defects only.
Any of the manufacturer's products must be sent to an authorized service center
as designated by Brister's Thunder Karts, Inc. for evaluation and repair. If
the kart is covered under warranty, the service center will repair and file a
claim against the appropriate party. If it is determined that the
manufacturer's product is defective, Sam's club can then file a 20% markdown
allowance and sell the item. If it is determined by the service center that the
product was abused and not defective, no credit will be allowed and no markdown
allowance filed.
Examples of abuse or other types of returns for which credit will not be
allowed are:
1. Axles torn off
2. No oil was put in crankcase
3. Kart will not "go fast enough"
4. Metal parts of the kart are bent
5. Any other evidence of abuse of the kart
4
VENDOR AGREEMENT
WAL-MART STORES, INC.
Corporate Office
Bentonville, AR 72716
(501) 273-4000
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND THE PARTIES HERETO AGREE TO BE
BOUND BY ALL TERMS AND CONDITIONS HEREIN; HOWEVER, THIS VENDOR AGREEMENT AND
OTHER TERMS, CONDITIONS AND STANDARDS INCORPORATED HEREIN DO NOT CREATE AN
OBLIGATION FOR PURCHASER TO PURCHASE MERCHANDISE OR OTHER GOODS.
TO BE COMPLETED BY PURCHASER Effective Date VENDOR NO DEPT SEQ
--------------------- 211394 6 0
[X] WAL-MART [ ] EXISTING VENDOR [X] PURCHASE/MDSE CATEGORY
[ ] SAM'S CLUB [X] NEW VENDOR [ ] EXPENSE & ---------------------------------------------
[ ] SUPERCENTER [ ] UPDATE Type DEPARTMENT 16
[ ] OTHER [X] NEW SEQ. --------- -------------------------------------------
---------- BUYER S. McCall EXT
---------------------------- ---------------
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GENERAL VENDOR INFORMATION
Company Classification: (Please disregard this section if you are not a minority
owned business)
Minority Owned? Woman-Owned?
------- -------
B Black P Asian-Pacific American I Asian Indian N Eskimo
--- --- --- ---
H Hispanic N American Indian N Aleut N Native American
--- --- --- ---
IF YOUR COMPANY FALLS WITHIN ANY OF THE ABOVE MINORITY CLASSES AND HAS BEEN
CERTIFIED AS MINORITY OWNED BY A GOVERNMENT AGENCY OR PURCHASING COUNCIL, YOU
ARE QUALIFIED FOR THE FIRST STEP IN THE WAL-MART MINORITY OWNED BUSINESS
DEVELOPMENT PROGRAM. A COPY OF YOUR CERTIFICATION MUST BE ATTACHED TO QUALIFY.
- --------------------------------------------------------------------------------
Enter the Federal Taxpayer Identification Number (TIN) of the Payee Named
Below. If a "TIN" has not been issued, enter the Employer's Social Security
Number.
63-1059139 OR -- --
------- -------- --------
TYPE OF PAYEE (CHECK ONLY ONE):
Individual/Sole Proprietorship X Corporation
--- ---
Partnership Other
--- ---
PURCHASER RESERVES THE RIGHT TO REMIT TO THE PARTY TO WHOM THE PURCHASE ORDER
IS ISSUED
ADDRESS TO MAIL PAYMENT: ADDRESS TO SEND PURCHASE ORDERS:
Vendor Name USA INDUSTRIES, INC. Vendor Name USA INDUSTRIES, INC.
-------------------------------------- ----------------------------------------------
Address P.O. Box 45547 Attention MICHAEL ALLEN
------------------------------------------- ------------------------------------------------
City ATLANTA State GA Zip 30320-0547 Address 202 CHALLENGE AVENUE
----------------- ------- ------------ --------------------------------------------------
Factor Name City PRATTVILLE State AL Zip 36067
--------------------------------------- -------------------------- -------- --------
Vendor Also Doing Business As (Attach a list to Street Address for use by delivery services other than
this Agreement if space below is insufficient) the U.S. Mail, if not already shown in the Purchase
Order address above.
Vendor # Room
- ----------------------- ----------------- ------------------------------------------ --------
Expedite Orders: Phone -- --
---------- ---------- --------
ADDRESS TO MAIL CLAIM DOCUMENTATION: ADDRESS TO SEND PRICING TICKETS:
Attention Mr. MICHAEL ALLEN Vendor Name
-------------------------------------- ----------------------------------------------
Address 202 CHALLENGE AVENUE Attention
---------------------------------------- ------------------------------------------------
City PRATTVILLE State AL Zip 36067 Address
----------------- ------- --------- -------------------------------------------------
Accounting Phone Number 800-774-9393 City State Zip
----------------------- -------------------------- --------- --------
Toll Free Number 800-774-9393
-------------------------------
FAX Number 334-365-9345
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VENDOR FINANCIAL INFORMATION
Vendor shall furnish to Purchaser, when returning this completed agreement, a
complete set of current financial statements. If such statements are not
available, a Dun & Bradstreet financial report shall be provided by Vendor.
Publicly-held companies shall provide to Purchaser the most recent Annual
Report to Shareholders and Management Proxy information. In the event that
Purchaser's purchases from Vendor constitutes twenty percent (20%) or more of
Vendor's gross annual sales, Vendor agrees to notify Purchaser of the fact in
writing within thirty (30) days of said event.
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NOTICE REGARDING ASSIGNMENT OF ACCOUNTS
The Vendor 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
Vendor Master Clerk. Vendor 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 Vendor shall be permitted.
Purchaser shall have the right to take deduction or other set-offs
against any payment assigned, transferred, or factored by the Vendor and Vendor
shall indemnify Purchaser against and hold Purchaser harmless from any and all
lawsuits, claims, actions, damages (including reasonable attorney fees,
court costs, obligations, liabilities, or liens) arising or imposed in
connection with the such deductions or set-offs or with the assignment or
transfer of factoring of any account or right arising thereunder Vendor also
releases and waives any right, claim or action against Purchaser for amounts due
and owing under this Agreement where Vendor has not complied with the notice
requirements of this provision. Such notice shall be mailed directly to:
INVOICE CONTROL DEPT.
ATTN: VENDOR MASTER CLERK
BENTONVILLE, AR 72716-8002
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VENDOR ELECTRONIC DATA INTERCHANGE RESPONSIBILITIES
Vendor agrees to receive orders and send Wal-Mart invoices VIA EDI (electronic
transmission) unless specifically waived by Purchaser.
1. Vendor will establish a user I.D. to identify its company. 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.
2. Documents containing the user I.D. will constitute a signed writing
and neither party shall contest the validity or enforceability of the
document on this basis.
3. EDI documents or printout thereof shall constitute an original when
maintained in the normal course of business. Vendor waiver is
approved.
EDI WAIVER REQUESTED
* Purchaser agrees to waive the EDI requirements of vendor. Purchase orders will
be sent via overnight mail at vendors expense. G.M.M. WAIVER
-------------
================================================================================
SHIPPING TERMS
FREIGHT TERMS MINIMUM FOR PREPAID FREIGHT TERMS:
WHOLE
[X] COLLECT - FOB VENDOR ___ POUNDS ___ UNITS ___ DOLLARS
[ ] PREPAID - FOB PURCHASER
[ ] PREPAID TO CONSOLIDATOR - FOB PURCHASER'S CONSOLIDATOR
================================================================================
SHIPPER LOAD AND COUNT RESPONSIBILITIES
The Vendor who is shipping collect to Wal-Mart/Sam's a full truckload, will be
responsible for monitoring their shipping process including closing the trailer
and securing it with a vendor provided seal. This seal number MUST be referenced
and identified as the seal number on all copies of the Bill of Lading. If the
Vendor fails to seal the trailer, the driver will seal the trailer on the
Vendor's behalf. The driver will then document that seal number on the Bill of
Lading before providing the Vendor with his/her copy. If the load is properly
sealed and a shortage does occur, Vendor shall be liable for said shortage.
================================================================================
CONDITION OF SALE
Attach Details of Available Programs. Programs that are accepted will become an
addendum to Agreement.
[X] Guaranteed Sales [ ] Consignment [ ] Preticketing [ ] Prepricing
[ ] Stock Balancing [ ] Shelf Labels
================================================================================
STANDARD PURCHASE ORDER ALLOWANCE
- ----------------------------------------------------------------------------------------------------------------------------------
DISC HOW PAID WHEN PAID
MEMO Each Inv. Other
CODE ALLOWANCE % OI CM CK EI M Q S A
- ----------------------------------------------------------------------------------------------------------------------------------
SA Item Level New Store/Club Discount 10 X X
(% Applied to each line item for --- --- --- --- --- --- --- --- ---
each new store)
OL P.O. Level New Store/Club Discount
(% Applied to total amount of --- --- --- --- --- --- --- --- ---
each purchase order)
NW New Distribution Center
--- --- --- --- --- --- --- --- ---
WA Warehouse Allowance
--- --- --- --- --- --- --- --- ---
QD Warehouse Distribution Allow
(Order Type 33 Only) --- --- --- --- --- --- --- --- ---
DM Defective/Returned Mdse. Allowance
--- --- --- --- --- --- --- --- ---
SD Soft Goods Defective Allow
--- --- --- --- --- --- --- --- ---
PA Promotional Allowance DEPT/SEQ 160
--- VENDOR # 211394 --- --- --- --- --- --- --- ---
VD Volume Discount CODE 1
--- KEY DATE 10-2-96 --- --- --- --- --- --- --- ---
FA Freight Allowance VM CJM
--- --- --- --- --- --- --- --- ---
AA Advertising Allowance
--- --- --- --- --- --- --- --- ---
TR TV/Radio Media Allowance
--- --- --- --- --- --- --- --- ---
DA Display/Endcap Allowance
--- --- --- --- --- --- --- --- ---
EB Early Buy Allowance
--- --- --- --- --- --- --- --- ---
HA Handling Allowance
--- --- --- --- --- --- --- --- ---
- ----------------------------------------------------------------------------------------------------------------------------------
OI-Off.Invoice CM-Credit Memo CK-Check EI-Each Invoice
M-Monthly Q-Quarterly S-Semi-Annually A-Annually
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CONDITION OF MERCHANDISE
Vendor agrees to only ship goods which comply with the "Warranties and
Guarantees" section of the "Purchase Order Terms and Conditions" which is
attached hereto and incorporated herein.
================================================================================
PRICE GUARANTEE AND NOTICE OF PRICE INCREASES
Prices are guaranteed by Vendor against manufacturer's or Vendor's own price
decline and against legitimate competition until date of shipment with
Purchaser's owned inventories price protected by credit memo. In the event that
prior to the final shipment under any order Vendor sells or offers to others
goods substantially of the same kind as ordered at lower prices and or on terms
more favorable to a third party than those stated on the purchase order, the
prices and or terms shall be deemed automatically revised to equal the lowest
prices and most favorable terms at which Vendor shall have sold or shall have
offered such goods and payment shall be made accordingly. In the event
Purchaser shall become entitled to such lower prices, but shall have made
payment at any prices in excess thereof, Vendor shall promptly refund the
difference in price to Purchaser. In the event that a court or regulatory
agency or body 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
regulations. If Purchaser shall have made payment before it is determined that
there has been a violation, Vendor shall promptly refund an amount of money
equal to the difference between the price paid for the goods and the price
which is not in violation of said regulations. In the event of a prior
increase, Vendor shall give Wal-Mart written notice of any such increase at
least (60) days prior to the effective date of the increase.
================================================================================
DEBIT BALANCES
If Vendor has a Debit Balance with Purchaser, the amount owed Purchaser will be
deducted from the next remittance or a check from Vendor to clear this amount
will be paid within 30 days at the option of Purchaser. Purchaser reserves the
right to charge the Vendor penalties and interest for any Debit Balances not
paid within 30 days.
================================================================================
**IMPORTANT NOTICE** ALL PAYMENTS OF MONIES MUST BE MAILED TO
THE ADDRESS INDICATED BELOW:
[ ] P.O. BOX 889, LOWELL, AR 72745
[ ] P.O. BOX 18045 B, ST. LOUIS, MO 63160
[ ] P.O. BOX 500646, ST. LOUIS, MO 63150-0646 (Allowance Checks)
[ ] P.O. BOX 60128, ST. LOUIS, MO 63160 (Special Divisions)
================================================================================
WARRANTY POLICY
- --------------------------------------------------------------------------------
VENDOR MUST CHECK OPTIONS BELOW AND COMPLETE INFORMATION BEFORE AGREEMENT CAN
BE APPROVED
- --------------------------------------------------------------------------------
Vendor will be charged current costs plus a 10% handling charge for all
returned merchandise except where a Defective/Returned Merchandise Allowance is
given by the vendor. Returned merchandise will be shipped with return freight
charges billed back to the vendor. Returns are F.O.B. Purchaser.
[X] VENDOR OPTION #1: VENDOR WANTS RETURNED MERCHANDISE SENT TO THEM:
[X] Returned merchandise will be sent to the vendor direct from
each store. Permanent return authorization
#________________________, if required for shipment. If
automatic return is not possible, an 800 number should be
provided or the vendor must accept purchaser's collect calls
to secure return authorization over the phone.
Phone 800-774-9393 Contact Michael Allen
--------------------- --------------------------
[ ] Returned merchandise will be sent from store locations to the
return center and sent to the vendor. Permanent return
authorization #________________________, if required for
shipment. The practice of requesting a separate return
authorization number for each return claim (shipment) will be
discontinued.
ADDRESS TO SHIP RETURNS TO:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COMMENTS:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] VENDOR OPTION #2: VENDOR DOES NOT WANT RETURNED MERCHANDISE SENT TO THEM
[ ] Returned merchandise will be sent from store locations to the
Return Center for disposal
[ ] Return Center may dispose of returned merchandise through
salvage outlets.
[ ] Return Center must destroy returned merchandise.
[ ] Returned merchandise must be disposed of by the individual
store.
COMMENTS:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] VENDOR OPTION #3: DEFECTIVE/RETURNED MERCHANDISE ALLOWANCE
Vendor will allow the Defective/Returned Merchandise Allowance shown on the
reverse side of this agreement. The percentage must be adequate to cover all
defective/returned merchandise or additional claims will be filed by the Return
Center at our fiscal year end.
[ ] Return Center may dispose of returned merchandise through
salvage outlets.
[ ] Return Center must destroy returned merchandise.
[ ] Returned merchandise will be sent from store locations to the
Return Center and sent to the vendor. If vendor requests the
returned merchandise to be sent to them, they will be charged
a 10% handling charge and the merchandise will be shipped with
return freight charges billed back to the vendor.
ADDRESS TO SHIP RETURNS TO:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COMMENTS:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================
PAYMENT TERMS
ALL DATING SHALL BEGIN AT THE DATE OF RECEIPT OF THE GOODS AT PURCHASER'S DOCK
ON ALL E.O.M. (END OF MONTH) DATINGS, GOODS RECEIVED AFTER THE 24TH OF ANY
MONTH SHALL BE PAYABLE AS IF RECEIVED IN THE FOLLOWING MONTH INVOICES SHOULD BE
MAILED OR ELECTRONICALLY TRANSMITTED ON THE SAME GOODS ARE SHIPPED AND SHALL
DATE FROM PURCHASER'S RECEIPT OF THE GOODS CASH DISCOUNT WILL BE CALCULATED ON
THE GROSS AMOUNT OF VENDOR'S INVOICE.
1. Cash Discount
- --- --- ---
Cash Discount Days Available
- --- --- ---
3 0 2. Net Payment Days Available (must be at least one
- --- --- --- day more than Cash Discount Days Available)
Yes No X 3. E.O.M.
--- ---
NEW STORE/WHSE TERMS IF DIFFERENT THAN REGULAR TERMS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================
INSURANCE REQUIREMENTS
A copy of your current Certificate of Insurance with the following requirements
must be attached to this Vendor Agreement. Certificate Holder should read:
WAL-MART STORES, INC. ITS SUBSIDIARIES & ITS AFFILIATES
702 SW 8th Street
Bentonville, AR 72716-9078
Attn: Risk Management
1. COMMERCIAL GENERAL LIABILITY Including Contractual.
Products and Completed Operations with certificate holder named as
Additional Insured as evidenced by attached endorsement. LIMITS:
$2,000,000* Per Occurrence
2. WORKERS' COMPENSATION required provided vendor will be entering
Wal-Mart premises:
Workers' Compensation STATUTORY
EMPLOYERS' LIABILITY $1,000,000
Waiver of Subrogation where permitted by law
3. Notice of Cancellation must be for 30 days.
4. Your Vendor number needs to be stated on certificate of insurance.
Vendor number for new vendors will be assigned upon receipt of vendor
agreement.
5. Renewals of certificates of insurance must be submitted prior to
expiration of insurance with vendor number stated.
6. Please direct any questions regarding your insurance to Risk
Management at (501) 273-6516.
7. If certificate of insurance does not comply with requests, vendor
agreement will be returned until compliances are met.
8. CONTACT FOR PRODUCT LIABILITY CLAIMS:
NAME: USA INDUSTRIES, INC.
--------------------------------------------------------------
ADDRESS: 202 CHALLENGE AVE.
--------------------------------------------------------------
CITY: PRATTVILLE STATE AL ZIP 36067
-------------------------------- --------- -----------
ATTN: MICHAEL ALLEN PHONE 800-774-9393
----------------------------------------- ---------------
FAX 334-365-9345
--------------
INSURING COMPANY: PALOMAR INSURANCE CORPORATION
--------------------------------
PHONE: 334-270-0105
-----------------------------------------------------------------
*$5,000,000 if determined by Wal-Mart as a high risk vendor
================================================================================
COMPLIANCE WITH STANDARDS FOR VENDOR PARTNERS
Vendor agrees to comply with the obligations expressed in the "WAL-MART
STANDARDS FOR VENDOR PARTNERS" which is incorporated herein as part of this
Vendor Agreement. Wal-Mart reserves the right to cancel any outstanding order,
refuse any shipments and otherwise cease to do business with Vendor in the
event Vendor fails to comply with all terms of said Standards or if Wal-Mart
has reason to believe Vendor has failed to comply with said Standards.
================================================================================
Vendor shall protect, defend, hold harmless and indemnify Purchaser from and
against any and all claims, actions, liabilities, losses, costs and expenses,
even if such claims are groundless, fraudulent or false, arising out of any
actual or alleged infringement of any patent, trademark or copyright by any
merchandise sold to the purchaser hereunder, or arising out of any actual or
alleged 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 defect in such merchandise, whether
latent or patent, including actual or alleged improper construction or design
of said merchandise or the failure of said merchandise to comply with
specifications or with any express or implied warranties of Vendor, or arising
out of any actual or alleged violation by such merchandise, or its
manufacturer, possession or use or sales, of any law, statute or ordinance of
any governmental administrative order, rule or regulation arising out of
Vendor's installation of merchandise covered by this agreement. The duties and
obligations of Vendor created hereby shall not be affected or limited in any
way by Purchaser's extension of express or implied warranties to its customers,
except to the extent that any such warranties expressly extend beyond the scope
of Vendor's warranties., express or implied, to Purchaser. It is further agreed
that all duties and obligations of Vendor set forth in this paragraph shall
extend in full force and effect to pallet at the direction of Vendor.
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ALL PURCHASES MADE BY PURCHASER SHALL BE CONTROLLED BY THE PURCHASER'S PURCHASE
ORDER "TERMS AND CONDITIONS", WHICH IS ATTACHED AS A PART OF THIS AGREEMENT AND
INCLUDED WITH EACH MANUALLY TRANSMITTED ORDER. THIS AGREEMENT AND ALL DISPUTES
ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF ARKANSAS. THE PARTIES AGREE THAT THE EXCLUSIVE
JURISDICTION OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY
DISPUTE RELATING TO THE SERVICES OR GOODS PROVIDED HEREUNDER SHALL BE IN THE
STATE AND FEDERAL COURTS OF THE COUNTIES OF BENTON OR WASHINGTON, STATE OF
ARKANSAS. ANY LEGAL ACTION BROUGHT BY VENDOR AGAINST PURCHASER WITH RESPECT TO
THIS AGREEMENT SHALL BE FILLED IN ONE OF THE ABOVE-REFERENCED JURISDICTIONS
WITHIN TWO (2) YEARS AFTER THE CAUSE ACTION ARISES. THE PARTIES ACKNOWLEDGE
THAT THEY HAVE READ AND UNDERSTOOD THIS CLAUSE AND AGREE ______________________
LIMITATION OF DAMAGES. IN NO EVENT SHALL WAL-MART BE LIABLE FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR
BUSINESS, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
DAMAGES ARISING OUT OF WAL-MART'S CANCELLATION OF ORDERS OR THE TERMINATION OF
BUSINESS RELATIONS WITH VENDOR) EVEN IF WAL-MART HAS BEEN ADVISED BY VENDOR OF
THE POSSIBILITY OF SUCH DAMAGES.
By the execution of this Vendor Merchandise Agreement. Vendor agrees to the
representations stated above, and on the following page. Vendor further agrees
that Purchaser may rely on these representations in placing any purchase orders
pursuant to information contained in this Agreement. Any changes to this
Agreement must be in writing and executed by both parties. Furthermore, in the
event of a conflict of terms between the Vendor Agreement and a Purchase Order,
the Vendor Agreement shall be the controlling document.
SELLER:
By: /s/ MICHAEL ALLEN DATE 9/25/96
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(Principal of the company) (Signature needed on all copies)
Title: President
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PURCHASER:
By: /s/ SCOTT MCCALL DATE 9/30/96
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(Buyer)
By: /s/ SCOTT MCCALL DATE 9/30/96
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(Division Merchandise Manager)
Salesman:
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Address:
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Phone Number:
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Sales Mgr. or V.P. Sales:
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Address:
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Phone Number:
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Pres. Name: MICHAEL ALLEN
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202 CHALLENGE AVE.
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PRATTVILLE AL 36067
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6
ATTACHMENT A
WARRANTY/RETURN POLICY
USA INDUSTRIES, INC.
REVISED 10-01-96
USA Industries, Inc. (manufacturer) warrants its fun kart products on a limited
warranty basis for a period of ninety (90) days against manufacturers defects
only.
Any of the manufacturers products must be sent to an authorized service center
as designated by USA Industries, Inc. for evaluation and repair. If the kart is
covered under warranty, the service center will repair and file a claim against
the appropriate party. If it is determined that the manufacturers product is
defective, Wal-Mart can then file for a "Return Authorization Number" from the
factory by calling 1-800-774-9393. If it is determined by the service center
that the product was abused and not defective, no credit will be allowed and no
return authorization will be given.
Examples of abuse or other types of returns for which credit will not be
allowed are:
1. Axles torn off
2. No oil was put in the crank case
3. Kart will not "go fast enough"
4. Metal parts of the kart are bent
5. Any other evidence of abuse of the kart
The warranty will be considered void if the repairs are not handled through an
authorized service center.
7
I, Michael Allen, President of USA Industries, Inc. give permission to Charity,
Assistant to Scott McCall, with Wal-Mart Corporation, the authorization to
change the appropriate box on our vendors agreement to reflect the attached
warranty/return policy revision of 10-01-96.
/s/ MICHAEL ALLEN
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