Attached files
| file | filename |
|---|---|
| EX-5.01 - SHADES HOLDINGS, INC. | v190709_ex5-01.htm |
| EX-3.02 - SHADES HOLDINGS, INC. | v190709_ex3-02.htm |
| EX-3.01 - SHADES HOLDINGS, INC. | v190709_ex3-01.htm |
| EX-10.02 - SHADES HOLDINGS, INC. | v190709_ex10-02.htm |
| EX-21.01 - SHADES HOLDINGS, INC. | v190709_ex21-01.htm |
| EX-10.04 - SHADES HOLDINGS, INC. | v190709_ex10-04.htm |
| EX-10.03 - SHADES HOLDINGS, INC. | v190709_ex10-03.htm |
| EX-10.05 - SHADES HOLDINGS, INC. | v190709_ex10-05.htm |
| EX-23.01 - SHADES HOLDINGS, INC. | v190709_ex23-01.htm |
| S-1 - SHADES HOLDINGS, INC. | v190709_s1.htm |
Exhibit
10.01
MASTER
SUPPLIER AGREEMENT
This
Master Supplier Agreement (the “Agreement”) is entered into this 15th day of
December 2009 (“Effective Date”), by and between Snazzy Buys/Designer Liquidator
(“Supplier”) and Daily Shades. (“Seller”).
WHEREAS,
Supplier sells certain products (“Products”) which Daily Shades may, from time
to time, wish to display for sale on its website (http://www.Daily Shades.com)
(the “Site”); and
WHEREAS,
Daily Shades and Supplier wish by this Agreement to specify terms and conditions
regarding Daily Shades and Supplier’s respective rights and obligations with
respect to the display and sale of Products on the Site;
NOW
THEREFORE, in consideration of the promises, mutual covenants and other terms
and conditions contained herein, the parties agree as follows including exhibits
A and B:
1.
Daily Shades Responsibilities.
1.1 Operate the Site using
commercially reasonable efforts to maintain greater than 99%
uptime.
1.2 Permit the display of
Products for sale on the Site, subject to Daily Shades sole approval. Daily
Shades reserves the right to remove any Product from the Site at any time for
any or no reason and without notice.
1.3 Establish the price at
which the Products will be posted on the Site (the “Site Price”) in Daily Shades
sole discretion.
1.4 Assume the credit risk on
all transactions.
1.5 Pay all credit card
transaction fees.
1.6 Handle primary customer
service for questions related to the Products.
1.7 Pay Supplier the
negotiated cost (“First Cost”) per Product.
1.8 Remit monthly payments
within 2 business days of the 1st
of each month for Product sold, subject to offsets. Payments shall be
made net 30 from shipment confirmation date.
2.
Supplier’s Responsibilities.
2.1
RESERVED.
2.2
RESERVED
2.3 If applicable, input
Product warranty information as required by law.
2.4 Maintain sufficient
inventory of Product as specified by Daily Shades and as agreed to by
Supplier.
2.5 Respond to all Daily
Shades inquiries within 1 business day and resolve all inquiries within 2
business days.
2.6 Remove all unapproved
marketing information from all Products and packaging. Failure to comply with
this provision may result in immediate removal of all Products from the
Site.
2.7
RESERVED
2.8 Where Supplier has
requested and Daily Shades has agreed in writing that Supplier may ship Products
with a carrier other than ODC, Supplier will pay its carrier of choice directly
for all shipping charges. Supplier’s carrier must offer expedited and trackable
shipping. When Daily Shades requests expedited shipping it will reimburse
Supplier 90% of the standard, undiscounted, published rate for such shipping.
Supplier’s carrier must offer trackable shipping for delivery to Post Office
Boxes, APO and FPO.
2.9 Pay all of the applicable
General Costs and Fees specified in Schedule A, each of which Daily Shades
reserves the right to offset against Supplier’s monthly payments.
2.10 From time to time, Daily
Shades offers special promotions (e.g., “% off sale” or “free shipping”).
Supplier will have the opportunity to participate in special promotions. By
participating in special promotions Supplier must agree in advance to bear its
individual cost of each special promotion. Supplier shall bear the cost directly
or have it deducted from Supplier’s monthly payments. All promotions are
optional and planned in advance.
2.11 Supplier must notify
Daily Shades of any discrepancies or claims for payment by email (Daily
Shades@gamil.com) within 90 days of the date Daily Shades paid Supplier for the
Product. If Supplier fails to do so, Supplier will be deemed to have waived any
such claim and will be barred from making any claim thereafter.
3.
Return of Products.
3.1 Daily Shades, in its sole
discretion, determines how to process Product returns. Daily Shades arranges,
coordinates, processes, handles and manages (“Process” or “Processes”) the
return of most Products.
3.2 For all returns that Daily
Shades Processes, Daily Shades will deduct and offset the applicable Returns
Costs and Fees and remit the applicable Returns Recovery Revenue as specified in
Schedule A.
3.3 Products damaged in
transit from Supplier to Daily Shades will be returned at Suppliers
cost.
3.4 All Products which are
damaged in transit or not the item the customer ordered will be returned
directly to Daily Shades.
3.5 All Products which are
returned to Daily Shades and are defective or cannot be restocked will be (i)
returned to Supplier or (ii) disposed of in Daily Shades sole
discretion.
3.6 In the event of Product
failure, Supplier will be solely responsible for all costs and fees related to
the return of such failed Product. Product failure means a Product that fails
within an unreasonable amount of time after receipt by the customer, regardless
of Daily Shades customer return policy, in Daily Shades sole discretion. A
Product failure will be treated as a non-buyer’s remorse return, and Supplier
will be responsible for all applicable fees as outlined in Schedule
A.
3.7 Other than the standard
Return Processing Fee and Supplier to Daily Shades shipping cost, Supplier will
not be charged any other Returns Costs & Fees or receive any Returns
Recovery Revenue (as defined in Schedule A) for late buyer’s remorse returns;
where late means a Product not received by Daily Shades within the time-frame in
which a customer can receive a full refund as specified on the Site, plus 15
days
3.8 Daily Shades reserves the
right to apportion other return costs and fees to Supplier in Daily Shades
reasonable discretion in addition to those costs and fees outlined in Schedule
A.
4.
Term and Termination.
4.1 This Agreement becomes
effective on the Effective Date and continues until terminated as set forth
herein.
4.2 Either party may terminate
this Agreement with or without cause upon 30 days prior written
notice.
4.3 Upon termination by either
party, all Product delivery and all payment obligations remain in effect until
satisfied.
5. Insurance. Supplier shall
obtain and maintain, at its own expense, commercial general liability insurance
limits in the amount of $1,000,000 per occurrence / $2,000,000 aggregate. with
this paragraph upon request.
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6.
Indemnification.
6.1 Supplier shall, at its own
cost and expense, indemnify, defend and hold harmless Daily Shades, its
affiliates, employees, officers, directors and agents from and against any and
all allegations (even though such allegations may be false, fraudulent or
groundless) asserted in any claim, action, lawsuit, investigation or proceeding,
whether actual or alleged (“Claims”) arising out of or related in any way
to:
6.1.1 a breach by Supplier of
any obligation, representation or warranty set forth in this
Agreement;
6.1.2 claims of infringement,
misuse, dilution, misappropriation or other violation of any patent, trademark,
service mark, trade name, trade dress, copyright, trade secret, domain name,
right of publicity or other intellectual property right in any way related to
the Products;
6.1.3 the death of or injury
to a person, damage to any property or any other damage or loss, by whomever
suffered, resulting from or claimed to result in whole or in part in any way
related to the Products; including, without limitation Claims related to faulty
or defective construction, packaging, installation, repair, display, service or
design of such Products;
6.1.4 the failure of such
Products to comply with any express or implied warranties
6.1.5 the packaging, tagging,
labeling, advertising, packing, shipping and/or delivery of such
Products;
6.1.6 the failure to warn or
to provide adequate warnings and/or instructions related to the use, assembly,
service or installation of such Products; and
6.1.7 violation by Supplier
(or its affiliates, subsidiaries, subcontractors, suppliers or representatives)
in the manufacture, possession, use, distribution or sale of Products contrary
to federal, state or local law, regulation, ordinance, administrative order or
rule of the United States (including, but not limited to those rules and
regulations of the Federal Trade Commission, the U.S. Postal Service, the
Consumer Product Safety commission and the Federal Communications Commission) or
any other country in which Products are produced or delivered (“Laws”),
including Laws passed, promulgated or effectuated after the Effective Date of
this Agreement.
6.2 Daily Shades will promptly
notify Supplier of all Claims. Supplier’s choice of counsel shall be reasonably
satisfactory to Daily Shades. Supplier shall have sole control over the defense
of all Claims; except that Supplier shall not settle or compromise Claims that
impair or impose any obligation on Daily Shades without Daily Shades prior
written consent. Daily Shades may participate in the defense of all Claims with
counsel of its own choice at its own expense. In the event Claims implicate
indemnification obligations of more than 1 Supplier in a single lawsuit,
Supplier shall cooperate in providing aggregate multi-party
indemnification.
7. Warranties. Supplier makes
the following warranties regarding all Products:
7.1 All Products are genuine
and authentic Products of the brands represented and are not counterfeit,
replicas, imitations, lookalikes, copies, knock-offs or fakes.
7.2 Unless otherwise specified
in writing, all Products are new, first-quality merchandise and are free from
all material defects in workmanship and design.
7.3 The Products do not
infringe the intellectual property rights of third parties.
7.4 Supplier owns, licenses
and/or has the right to grant and extend the licenses set forth in Section
8.
7.5 All documentation provided
in connection with the Products is materially accurate.
3
7.6 All Products are sold free
and clear of all liens and encumbrances.
7.7 The Products are not
subject to any import quota restriction, rule or regulation preventing or
forbidding the importation, use, promotion, sale or resale of the Products, or
any duty, tariff or penalty in connection therewith.
7.8 All Products, including
the production, sale, packaging, labeling, safety, testing, importation and
transportation thereof, and all representations and advertising are in
compliance with all applicable Laws. If not in compliance, Supplier will not
offer Products on the Site. If Supplier receives notice of non-compliance of any
Law, Supplier will immediately notify Daily Shades. Supplier has an affirmative
duty to inform Daily Shades of any and all Laws affecting the
Products.
8.
Publication Rights.
8.1 Except as otherwise
permitted by law, Supplier grants Daily Shades a nonexclusive, royalty free,
worldwide, revocable license to use, reproduce, sublicense, display, distribute
and publish the trademarks, service marks, trade names, trade dress, copyrights
and rights of publicity associated with the Products for the limited purpose of
marketing, promoting or selling the Products through any promotional,
advertising or distribution channels, including, without limitation print,
television, radio and/or Internet.
8.2 Supplier grants Daily
Shades a perpetual, nonexclusive, royalty free, worldwide, irrevocable right and
license to use, reproduce, perform, sublicense, display, distribute, publish,
adapt, modify, reformat, create derivative works of, with or without
attribution, in and to any and all images, photographs, text, copy, content,
descriptions, submissions, video, audio, advertisements, and any other material
submitted by Supplier to Daily Shades (collectively “Materials”) which relate in
any way to the Products.
8.3 Notwithstanding anything
to the contrary, nothing in this Agreement will prevent or impair Daily Shades
right to use the Materials or sell Products without a license or permission as
permitted under applicable law (e.g., fair use and first sale doctrine under
copyright law, referential use under trademark law, or a valid license from a
third party).
9. Lowest Site Price. Daily
Shades strives to have the best price on the Internet. If the Site Price is not
at least as low as the lowest total price anywhere online, Daily Shades may
immediately remove the Product from the Site.
10. Designed Product Exclusivity.
Supplier agrees that it shall not sell any Product created, developed or
intended exclusively for Daily Shades or created or developed by Supplier at
Daily Shades request through any online market, channel or source other than the
Site during the Term and for a period of 12 months from the expiration or
termination of this Agreement without Daily Shades prior written consent. This
being said exclusivity must be agreed to on a product by product
basis.
11. Recoupment & Setoff.
Supplier acknowledges and agrees that Daily Shades may, at any time,
recoup, setoff and withhold any amount from Supplier monthly payments if (i)
Supplier owes Daily Shades money; (ii) in Daily Shades reasonable judgment,
Supplier is or will be obligated to indemnify, defend or hold Daily Shades
harmless; (iii)Supplier breaches any provision of this Agreement; (iv) Daily
Shades receives legal notice from a third party claiming a right to Supplier’s
money; and/or (v) this Agreement expires or is terminated (in which case, Daily
Shades will withhold payment from Supplier to cover costs and fees related to
returns which may accrue beyond termination for a period not to exceed 90
days).
4
12. Confidentiality. During
the Term of this Agreement, Daily Shades may disclose to Supplier Confidential
Information. “Confidential Information” means all information regarding Daily
Shades that is not generally known to the public and that Daily Shades deems
confidential. Supplier will treat such Confidential Information as confidential
and proprietary both during the Term and after the Term for the greater of a
period of three (3) years or the maximum period permitted by law. Supplier
agrees to: (a) not use the Confidential Information for any purpose other than
in performing its obligations as set forth in this Agreement; (b) take
reasonable precautions to maintain the confidentiality of the Confidential
Information; and (c) not disclose or otherwise furnish the Confidential
Information to any third party other than Supplier’s employees who have a need
to know the Confidential Information to perform Supplier’s obligations under
this Agreement, provided such employees are contractually obligated to Supplier
to maintain the confidentiality of Daily Shades Confidential Information.
Supplier agrees to be responsible for the violation of this clause by its
employees and anyone to whom it discloses Daily Shades Confidential Information.
All Confidential Information supplied by Daily Shades is supplied “as is”
without express or implied warranties of any kind. Daily Shades further
disclaims the accuracy and completeness of the Confidential Information. Upon
the termination or expiration of this Agreement, Supplier shall return or
destroy all Confidential Information in Supplier’s possession.
13. Intellectual Property Ownership.
Daily Shades retains all rights in its Confidential Information, Customer
Contact Information, trademarks, trade dress, copyrights, patents, trade
secrets, ideas, images and other intellectual property rights (the “Daily Shades
IP”). Daily Shades owns all right, title and interest in and to the Daily Shades
IP. Nothing herein shall be construed as a grant, conveyance, license, sale or
transfer to Supplier of any of the Daily Shades IP. Supplier shall not use,
publish, display, disseminate or copy the Daily Shades IP. Supplier agrees and
acknowledges that all goodwill associated with or arising out of the Daily
Shades IP shall exclusively inure to the benefit of Daily Shades.
14. Customer Contact Information.
All information (including but not limited to name, address, telephone
number, email, purchase history, payment method and browsing history) in any way
related to a customer is Daily Shades Confidential Information. Supplier agrees
it will not, nor will it cause a third party, to contact any customer without
the express written consent of Daily Shades.
15. European Customer Data
Information. If Supplier ships internationally and receives international
customer contact information, Supplier will process all of Daily Shades
customers’ personal data with at least the same level of privacy protection as
set forth in the Safe Harbor Privacy Principles as established by the U.S.
Department of Commerce and approved by the European Commission.
16. Limitation of Liability.
EXCEPT FOR SUPPLIER’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, PUNITIVE,
INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES
RESULTING FROM THE LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF EITHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
17. Notices. Any notice or
other communication required or permitted herein shall be given in writing and
may be delivered in person, by email, facsimile, Certified or Registered Mail
(postage prepaid and return receipt requested) or express courier (e.g., Federal
Express overnight delivery) to the addresses and/or facsimile numbers specified
on the signature page of this Agreement.
18. Assignment. Neither party
may assign, transfer or otherwise delegate this Agreement or any of its rights
or obligations hereunder without the prior written consent of the other party;
provided, however that either party may, without obtaining the other party’s
consent, assign this Agreement (i) to any entity affiliated with such assigning
party, or (ii) in connection with a transfer of substantially all of the assets
of such assigning party’s business. This Agreement shall be binding on and inure
to the benefit of the parties hereto and their respective representatives,
successors and permitted assigns.
19. Waiver. Any failure or
delay by Daily Shades to enforce or exercise any right or privilege permitted
herein shall not operate as a waiver of any such right or privilege or operate
as a waiver of any subsequent exercise of such right or privilege.
20. Modifications, Alterations &
Amendments. Except for modifications, alterations or amendments to
Schedule A, any modifications, alterations or amendments to this Agreement may
only be modified, altered or amended in writing, signed by both
parties.
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21. Severability. The holding
of any provision of this Agreement to be void, invalid or unenforceable shall
not affect the validity of the other provisions of this Agreement.
22. Survival. The provisions
of this Agreement relating to payment of fees; right of offset; confidentiality;
disclaimers; warranties; limitation of liability; indemnification; law,
jurisdiction and venue; severability; attorney fees and this paragraph shall
survive any termination or expiration of this Agreement.
23. Law; Jurisdiction & Venue.
This Agreement shall be construed, governed and enforced in accordance
with the laws of the State of Florida. The parties agree that any legal action
between them arising out of or in connection with this Agreement shall be
commenced and maintained only in the state or federal courts located in
Hillsborough County, FL and that such courts shall have exclusive jurisdiction
of and shall provide the exclusive venue for any such action. SUPPLIER AGREES
THAT IT IS PERSONALLY SUBJECT TO AND HEREBY CONSENTS TO THE JURISDICTION OF SUCH
COURTS AND AGREES THAT IT WILL NOT CONTEST THE JURISDICTION, VENUE OR
CONVENIENCE OF SUCH COURTS.
24. Entire Agreement. This
Agreement, Schedule A and any duly executed amendments and/or addendums
constitute the complete and entire statement of all terms, conditions and
representations of the agreement and understanding between Supplier and Daily
Shades with respect to the subject matter set forth herein.
25. Relationship of the Parties.
The relationship between the parties hereunder is not an employment
relationship, joint venture or partnership. Neither Daily Shades nor Supplier
has authority to act on behalf of the other or to bind the other by any promise
or representation unless specifically authorized in writing.
26. Tax. Each party agrees to
pay, collect, calculate, remit and be responsible for its respective applicable
sales, use, value-added and other taxes (“Taxes”) arising out of this Agreement.
Daily Shades will collect and remit Taxes to the appropriate taxing authorities
only in those jurisdictions where Daily Shades has tax nexus. Supplier agrees to
indemnify, defend and hold harmless Daily Shades from any tax imposed or
assessed on Daily Shades which is legally payable by Supplier.
27. Non-Solicitation. During
the Term, and for a period of 6 months after the expiration or termination of
this Agreement, neither party will, directly or indirectly, solicit or employ
any person who was employed by the other party during the Term. Notwithstanding
anything to the contrary, this non-solicitation provision shall not restrict
either party from soliciting or employing a former employee of the other party
who has not been an employee of the other party for at least 6
months.
28. Attorney Fees. The
prevailing party to any dispute arising out of this Agreement shall be entitled
to recover its reasonable attorney fees (including in-house counsel fees at
customary rates) and costs, in addition to any other relief as the court may
award.
29. Counterparts. This
Agreement may be signed in separate counterparts, which when placed together
constitute one original binding document.
30. Third Party Beneficiaries.
Nothing in this Agreement is intended; nor shall any provision be
construed to benefit any third party.
IN
WITNESS WHEREOF, Daily Shades and Supplier have caused this Agreement to be
executed by their duly authorized representatives identified below as of the
Effective Date.
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DAILY
SHADES.
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/s/ Sean M. Lyons
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Daily
Shades Authorized Signature (Required)
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Sean M. Lyons
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Name
(Print)
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Daily
Shades Contact Information
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Partner Program Contact
dailyshades@gmail.com
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Accounting Contact dailyshades@gmail.com
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Customer Service Contact
dailyshades@gmail.com
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Telephone Number (813)
765 7319
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Facsimile (813) 388
4430
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SUPPLIER:
SNAZZY BUYS/DESIGNER/LIQUIDATOR
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SUPPLIER’S
ADDRESS: 20711 Sterlington Drive, Land O’Lakes
Florida
34638
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/s/ Marilyn Philips
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Supplier
Authorized Signature (Required)
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Marilyn R. Philips
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Name
(Print)
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President
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Title
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Supplier
Contact Information (Required)
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Primary
Contact
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Accounting
Contact
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Customer
Service
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Technical
Contact
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Telephone
Number
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Facsimile
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7
SCHEDULE
A TO MASTER SUPPLIER AGREEMENT
Costs,
Fees & Revenue Recovery
This
Schedule A is attached to and incorporated into the Master Supplier Agreement.
Supplier agrees that Schedule A may be modified, altered or amended by Daily
Shades at any time. In the event there is any modification, alteration or
amendment to Schedule A, Daily Shades will notify Supplier 30 days in advance of
any changes taking effect. Supplier’s continued acceptance of orders 30 days
after notice was sent will constitute Supplier’s assent to the modified, altered
or amended terms. In the event Supplier does not agree to the modifications,
alterations or amendments to Schedule A, Daily Shades or Supplier may terminate
the Agreement in accordance with its terms.
DESCRIPTION
COST/FEE
General
Costs & Fees
• Failure to expedite
expedited orders $20
• Failure to ship a
Product which results in a cancellation (“Short-Ship”) $20
• Failure to transmit a
valid tracking number to Daily Shades when the order is ship-confirmed
$10
• Failure to ship Product
within Daily Shades specified time frame (typically 2 business days after
receipt of the order for non-LTL items and 10 business days after receipt of the
order for LTL items) $5
• If Supplier manages the
sale of Products through a third-party Interface Cost Incurred by Daily Shades
on Behalf of Supplier (varies by 3rd party interface)
• Accessorial charges to
ODCA Actual Cost
Returns Costs &
Fees1
• First Cost2 Actual First Cost
• Supplier to Customer
Shipping Cost3 Estimated
Shipping Cost
• Customer to Daily
Shades/Supplier Shipping Cost4
Estimated Shipping Cost
• Daily Shades to Supplier
Shipping Cost5 Estimated
Shipping Cost
• Return Processing
Fee6 See Returns
Processing Fee Table below
• Return-Related Customer
Service Cost See Customer Service Cost Table below
• Return Prevention Costs
(credits issued to customers to prevent returns) Varies per transaction, subject
to Daily Shades sole discretion
Returns
Recovery Revenue
• Disposal Recovery7 See Disposal Recovery %
Table
• Partial Refund
Recovery8 Varies per
return instance, subject to Daily Shades sole discretion
1 Daily Shades customer return
policy is displayed on the Site and is subject to change without notice. Daily
Shades reserves the right to make exceptions to its customer return policy on a
case-by-case basis.
2 First Cost will be deducted
from Supplier’s monthly payments if the Product is not restockable.
“Restockable” means a Product returned to Daily Shades and such Product can be
resold through the Site, in Daily Shades sole discretion. A Product returned
directly to Supplier is not restockable.
3 Supplier to Customer Shipping
Cost will be deducted from Supplier’s monthly payments in one of the following
circumstances: 1) if the returned Product is restockable or 2) if the returned
Product is not restockable and shipped via ODCA. Supplier to Customer Shipping
Cost includes expedited shipping.
4 The Customer to Daily
Shades/Supplier Shipping Cost will be deducted from Supplier’s monthly payments
unless such Product is returned for a “buyer’s remorse reason,” in Daily Shades
sole discretion. A “buyer’s remorse reason” is a return for any reason other
than defective, damaged, wrong item, refused shipment, never delivered or
arrived late. If Daily Shades makes an exception to its policy of requiring its
customers to pay return shipping on a buyer’s remorse return, Daily Shades will
deduct 50% of the Customer to Daily Shades/Supplier Shipping Cost from
Supplier’s monthly payments.
5 The Daily Shades to Supplier
Shipping Cost will be deducted from Supplier’s monthly payments when the Product
is returned to Daily Shades and is subsequently returned to
Supplier.
6 The Return Processing Fee will
be deducted from Supplier’s monthly payments if Daily Shades Processes the
return.
7 The Disposal Recovery is an
estimated dollar amount based on historical recovery percentages of First Cost
recovered by liquidating non-restockable Product. Disposal Recovery will be
remitted to Supplier though Supplier’s monthly payments upon Daily Shades
Processing the return. Per footnote 1, Daily Shades will deduct the First Cost
of returned Product and remit to Supplier the estimated Disposal Recovery % in
accordance with the Disposal Recovery % Table plus any amount Daily Shades
deducts from the customer’s refund (e.g., Partial Refund Recovery) described in
footnote 8.
8 In some return instances,
Daily Shades withholds a portion of the customer’s refund. Amounts withheld from
the customer by Daily Shades (except for amounts withheld for the original
shipping charge and the cost of return shipping) will be remitted to the
Supplier. If any amounts withheld from the customer refund are subsequently
reversed, 50% of the amount remitted to the customer will be deducted from
subsequent Supplier semi-monthly payments.
8
Schedule
B
Suppliers
Payment Structure
This
Schedule B is attached to and incorporated into the Master Supplier Agreement.
Supplier and Daily Shades agrees that Schedule B may be modified, altered or
amended only by written request and both parties agreeing to changes. This
request may only be done on a quarterly basis. In the event there is any
modification, alteration or amendment to Schedule B, the request will be
submitted 30 days prior to the end of the quarter. In the event either party
does not agree to the modifications, alterations or amendments to Schedule B,
Daily Shades or Supplier may terminate the Agreement in accordance with its
terms.
Description
1.
Supplier will be compensated at 15% over their cost of goods original purchase
price.
2. Daily
Shades will have access to Suppliers cost sheet upon request.
3. Daily
Shades will be able to reject certain models at their discretion.
4.
Supplier will be paid monthly for prior months sales.
5.
Supplier must present Daily Shades with invoice within 3 business days of the
first of the month for prior month.
6. Said
invoice must be broken down by individual model to include Supplier’s cost and
any additional cost incurred from Schedule A.
7. Daily
Shades has 25 Days to remit payment in full.
8. If
Daily Shades believes discrepancies exits they must be submitted in writing to
Supplier within 5 business days of original invoice.
9.
Payments not made in full will be subject to Suppliers late fees of 1.5%
monthly.
9