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Terms and Conditions - Ussco.com

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United Stationers Management Services LLCMaster Terms and Conditions Agreement[Supplier Name: _________________]This Master Terms and Conditions Agreement (the “Agreement”) is entered into as of ____________, 201_between ________________________, a_________________ having its principal place of business at______________________________________ (“Supplier”), and United Stationers Management Services LLC, anIllinois limited liability company having its principal place of business at One Parkway North, Suite 100, Deerfield, IL60015 (“USMS”). This Agreement is dated as of the date signed and accepted by USMS, as indicated by its signatureline.In consideration of the promises, covenants and undertakings set forth in this Agreement, Supplier and Unitedagree as follows:1. Orders.1.1. USMS and its affiliates (each a “Buyer Entity” and collectively the “Buyer Entities”) may issue purchase orders toSupplier from time to time. All purchase orders issued to Supplier by a Buyer Entity will be deemed to incorporatethis Agreement. With respect to such purchase orders, all references in this Agreement to “Buyer” will be deemed torefer to the Buyer Entity that issued such purchase order. The terms and conditions included in the schedules to thisAgreement only apply to the Buyer Entity named in such schedules. Buyer may add additional Schedules foradditional Buyer Entities by providing them in a written notice to Supplier. As used herein, an “affiliate” of USMSis a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is undercommon control with, USMS. The obligations of each Buyer Entity are several and not joint; no Buyer Entity willbe liable for the obligations of any other Buyer Entity that arise under this Agreement or under any purchase orderdeemed to incorporate this Agreement.1.2. Forecasts and Purchase Orders. Any estimate or forecast a Buyer Entity provides to Supplier is for planningpurposes only and is not a commitment by any Buyer Entity. No Buyer Entity will be responsible for any actionsSupplier takes based on any Buyer Entity’s estimates or forecasts. The execution of this Agreement will not give riseto any commitment on the part of any Buyer Entity to purchase any Products. A commitment to purchase will ariseonly when Buyer issues a purchase order for specific quantities of a Product or Products, and Buyer’s obligation topurchase Products will be limited to such quantities. “Product” means all goods purchased by Buyer directly orindirectly from Supplier, including all packaging, labels, parts, instructions, manuals and warranties included withsuch goods. A purchase order issued by Buyer will be considered Buyer’s acceptance of Supplier’s offer to sell theProduct(s) at the Buyer cost price(s) then in effect. Only a Buyer Authorized Purchaser (as defined in the Schedules)is authorized to order Products. Buyer will not pay for Products ordered by unauthorized personnel.1.3. Electronic Processing. See Schedules.1.4. Order Quantity. Buyer’s orders for individual Products will be in an agreed upon minimum quantity or increment(i.e., carton quantities). Supplier will notify the Buyer Authorized Purchaser upon receipt of any order quantity thatdoes not match Supplier’s ordering requirements, including any changes in packaging or item numbers. Supplierwill not make any substitutions or changes to any purchase order without written authorization from the BuyerAuthorized Purchaser.1.5. Backorders. See Schedules.2. Pricing.2.1. Price and Product Changes. See Schedules.2.2. Best Price. The pricing, rebates and allowances Supplier provides to Buyer for each Product Buyer buys will be noless favorable than the pricing, rebates and allowances Supplier provides to any other customer that buys similar orsmaller quantities of substantially comparable Products, including superstores, buying groups, direct-mail businessesand contract stationers (a “comparable customer”). If Supplier offers pricing, rebates or allowances to anycomparable customer that are more favorable than what Supplier has offered Buyer, Supplier will simultaneouslygive Buyer the benefit of the more favorable terms.8889v41


2.3. Price Protection. If Supplier decreases the price of any Product, Supplier will pay price protection to Buyer in anamount equal to the difference between the old and new price on all inventory on hand, on order or in transit.3. Representations and Warranties. Supplier makes the representations, warranties and agreements herein asof execution date hereof and on a continuing basis thereafter.3.1. Products. Supplier represents and warrants to Buyer that: (a) Supplier has and will convey to Buyergood and marketable title to all Products, free and clear of any security interests, liens, claims or encumbrances; (b)all Products are new, first quality, OEM items and are merchantable, free of defects in materials, workmanship,design or manufacture; (c) all Products are safe and appropriate for the purposes for which such Products arenormally used and for all purposes stated or shown on any packaging, labeling or advertising; (d) all Products andany related services conform to all applicable specifications, drawings, samples and descriptions furnished to Buyer,made generally available by Supplier or accompanying such Products; and (e) all Products meet or exceed andcomply with all applicable American standards (including ANSI, ASME, ASTM, NEMA and UL).3.2. Compliance with Laws. Supplier represents and warrants that Supplier and the Products comply withall federal, state and local laws, regulations, ordinances and administrative orders and rules of the United States, itsterritories and all other countries in which Products are produced or delivered (collectively, “Laws”) and that alllicenses, permits, registrations and other requirements for the resale or distribution of the Products have beenobtained and are in effect. Specifically and not in limitation of the foregoing, Supplier represents, warrants andagrees that:3.2.1. All Products are produced, packaged, marked, labeled, tested, certified, shipped and invoiced in compliancewith all applicable Laws;3.2.2. The Products comply with the Consumer Product Safety Improvement Act (“CPSIA”) and all applicableConsumer Product Safety Commission (“CPSC”) regulations, including any rules, bans, standards orregulations enforced by CPSC. Prior to delivering to Buyer any Product required to be covered by aGeneral Conformity Certificate (“GCC”), Supplier will deliver to Buyer a GCC that complies with allapplicable legal requirements. Upon request, Supplier will provide Buyer with all test records that supportthe Product’s compliance with the CPSIA.3.2.3. All Products that are subject to the Lacey Act comply with its requirements; Supplier complies with all therequirements of the Lacey Act; and Supplier declares and labels all applicable Products in accordance withthe Lacey Act. Products were not obtained from, and do not include, wood fiber, wood or trees that were(A) illegally logged or (B) otherwise taken without (i) the required authorization from the governing bodiesover localities in which the trees were grown and (ii) compliance with all international laws or regulationsor (iii) payment in full of all stumpage, excise and other taxes levied by any jurisdiction on the trees logged.Supplier agrees to provide Buyer, immediately upon request, with a copy of any Lacey Act Declaration onPPQ Form 505 filed with U.S. Customs and Border Protection that Supplier creates as an importer into theUnited States or receives from the importer, containing accurate and complete information relating to thecountry and species of the trees utilized or incorporated into the Product. Supplier acknowledges thatseizure and forfeiture of noncompliant Product may occur, whether or not Supplier knew of the illegalnature of the Product.3.2.4. All packaging and packaging components sold to Buyer comply with the requirements of all toxics inpackaging law(s) and the certifications in Exhibit A are true.3.2.5. The Product Information (as defined in Section 5) Supplier provides to Buyer (or that it confirms to Buyer)is true, current, accurate and complete, is not false or misleading, and has been substantiated to the extentrequired by applicable Law.3.3. Intellectual Property. Supplier represents and warrants that (a) Products will not, at the time that theyare delivered, offered for sale or sold by Buyer, infringe any patent, trademark, service mark, trade name, tradedress, copyright, trade secret, domain name, right of publicity or other intellectual property right of any person,corporation or other entity, and (b) all patents, trademarks, service marks, trade names, trade dress, copyrights, tradesecrets, domain names, rights of publicity and other intellectual property rights (other than those intellectualproperty rights owned by or licensed to Buyer) used by Supplier in connection with Products or in the developmentor manufacture of Products are either owned by Supplier or Supplier has been properly authorized by the owner ofsuch rights to use such intellectual property rights in connection with the Products and to sell the Products8889v42


incorporating such intellectual property rights to Buyer for further resale. Supplier will notify Buyer’s GeneralCounsel in writing by certified mail, return receipt requested, within five (5) business days after it has knowledge ofany claim or allegation 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 otherintellectual property right in any way related to or affecting Products.3.4. Advertising and Marketing. Supplier represents and warrants that all claims made by Supplier in anypackaging, labeling, advertising, or other material in connection with any Products will be true and will have beensubstantiated at the time that such claims are made. Supplier agrees to review and assume responsibility for theaccuracy of all Product information contained in Buyer’s catalogs, flyers and other sales and marketing materialsprovided to it by Buyer.3.5. Pass Through. Supplier authorizes Buyer to pass through the foregoing warranties and any otherapplicable Supplier warranties relating to or accompanying Products to Buyer’s customers and, in turn, to suchcustomers’ respective end users/purchasers. All pass-through warranty recipients will be entitled to assert andenforce such warranties directly against Supplier in accordance with their respective terms. With respect to any enduser, the warranty period will begin to run upon Product delivery to such end user.4. Defense and Indemnity.4.1. General. Supplier will indemnify, defend (with counsel reasonably satisfactory to Buyer) and hold harmless Buyer,its subsidiaries, customers and affiliates, their successors and assigns and their respective directors, officers,employees, shareholders, representatives, agents and customers (Buyer and all such other parties collectivelyreferred to as “Buyer Indemnitees”) from and against any and all claims, actions, suits, demands, proceedings,liabilities, damages, fines, penalties, judgments, costs, expenses and losses of any kind whatsoever, includingreasonable attorneys’ fees and expert witness fees (collectively, “Losses”), arising out of or relating to (i) anyalleged or actual breach or non-satisfaction by Supplier or any of its employees, authorized representatives oradvisors (“Representatives”) of any of Supplier’s warranties, representations, covenants or obligations in thisAgreement, (ii) any actual or alleged breaches of Supplier’s Product warranties to end users or other third parties, or(iii) any other claims of any nature whatsoever that any Products have caused or contributed to bodily injury ordeath or damage to real or personal property. Supplier also will indemnify, defend and hold Buyer Indemniteesharmless from and against any Losses for personal injury or death or damage to any real or personal property arisingout of or relating to the presence of any Supplier Representatives on Buyer premises.4.2. Intellectual Property. Supplier will indemnify, defend (with counsel reasonably satisfactory to Buyer) and holdharmless all Buyer Indemnitees from and against any and all Losses arising out of or relating to any actual or allegedviolation or infringement by Supplier or by any Product(s) (or related descriptions, designs, photographs, drawings,specifications or technical designations) of a patent, trademark, service mark, trade name, domain name, trade dressor copyright, or any actual or alleged misappropriation by Supplier of any trade secret or other proprietary orintellectual property or moral right, of any third party. In addition to the foregoing, if an infringement claim is madeor appears likely to be made about a Product, Supplier will, at Buyer’s option and at Supplier’s cost, either: (a)procure for Buyer and its customers the right to continue to use, market, sell and distribute the Product; or (b)replace or modify the Product to eliminate the infringement while providing functionally equivalent performance. Ifneither of those alternatives is commercially reasonable, Supplier will repurchase from Buyer, in an amount equal tothe greater of the purchase price actually paid by Buyer or Supplier’s then current list price therefore, all affectedProducts possessed by Buyer and, upon receipt of such amount, Buyer will return or destroy, at Supplier’s optionand cost, any such affected Products in its possession.5. Product Information. Upon the execution of this Agreement and thereafter upon Buyer’s request, Supplier willprovide to Buyer, in written or electronic format, true, accurate and complete information for all Products, includingcountry of origin under the Trade Agreements Act (19 U.S.C. 2501 et seq.), and, if different, under the regulationsfor marking imported articles and containers (19 U.S.C 1304), Export Control Classification Number (“ECCN”), USCensus Bureau Schedule B Harmonized Tariff codes, Product sale restrictions, catalog content information,regulatory compliance information, Material Safety Data Sheets, hazardous material classifications and exportrestrictions (“Product Information”). Supplier will provide Product Information to Buyer, in written or electronicformat, prior to the first sale of any new Product to Buyer. Supplier will provide revised Product Information toBuyer, in written or electronic format, at least thirty days prior to any such Product Information changing or any newLaws becoming applicable that regulate the sale, storage, advertising or transportation of any Product. Supplier willcooperate promptly with all information requests and solicitations for Product Information.8889v43


6. Controlling Terms. Acceptance of any order by Supplier is expressly limited to the terms and conditions of thisAgreement. Any proposed additional or inconsistent terms or conditions, including those in or accompanying anySupplier proposal, any Supplier order acknowledgement, acceptance or confirmation, any other agreement or anyother Supplier document issued in connection with the sale or delivery of Products is deemed by Buyer to be amaterial change and is objected to and rejected by Buyer. Buyer’s acceptance of any Products will not constituteacceptance of any Supplier terms and conditions. Any of the following acts by Supplier will constitute acceptanceby Supplier of this Agreement: signing and returning any purchase order that references or incorporates thisAgreement; delivering any Products ordered by Buyer; informing Buyer of shipment or commencing performance;or returning Supplier’s signed acknowledgement form.7. Insurance. Supplier has and will maintain in full force and effect, at no charge to Buyer, commercial general liabilityand product liability insurance covering all Products, including coverage for premises and operations, products andcompleted operations, contractual liability, property damage, bodily and personal injury, on a broad-form basis,covering Supplier and all of its affiliates and their respective employees and representatives, with coverage limits ofliability of not less than the following*: $10,000,000 bodily injury and property damage per occurrence,$10,000,000 products-completed operations per occurrence; $10,000,000 limit of liability for personal andadvertising injury. The limits of liability may be met through umbrella coverage. Each of the required policies ofinsurance will be primary and non-contributory and with an insurance company financially acceptable to Buyer witha current A.M. Best rating of not less than A-VII, will name Buyer, its parent and affiliates and their respectivecustomers (the “Buyer Insureds”) as additional insureds. Supplier will cause a Broad Form Vendors’ Endorsement(ISO Form CG 2015 or other form acceptable to Buyer to be attached to such policies, which must contain aseverability of interests clause to the effect that the provided insurance applies separately to each insured againstwhom a claim is made or suit is brought, subject to applicable policy limits. Supplier waives, and will require itsinsurers to waive, subrogation against the Buyer Insureds under all such insurance policies. In addition, Supplier willimmediately notify Buyer in writing of any material changes in Supplier’s insurance coverage, and each insurancepolicy maintained by Supplier will contain a clause that the insurer will provide Buyer with at least thirty 30 daysprior written notice of any material change, expiration or cancellation of the policy. Upon execution hereof, Supplierwill deliver to Buyer a certificate of insurance (issued by an authorized representative of Supplier’s insurer(s) and inform and substance reasonably acceptable to Buyer and attaching thereto the Broad Form Vendor Endorsement)evidencing the coverage under all applicable policies in conformity with these requirements and will provide a newcertificate evidencing complying renewal or replacement insurance at least thirty (30) days prior to the expiration orcancellation date of any policy. This Section will survive the expiration or termination of this Agreement for twoyears.*If Supplier does not sell any Products covered by any of the Tier 1 Categories listed on Exhibit C, then coveragelimits of liability of not less than the following will be acceptable: $5,000,000 bodily injury and property damageper occurrence, $5,000,000 products-completed operations per occurrence; $5,000,000 limit of liability for personaland advertising injury.8. Recoupment and Set-Off. USMS and Supplier acknowledge and agree that Buyer’s monetary obligations to Supplierunder any purchase orders issued by Buyer to Supplier and under any other agreements that reference thisAgreement or any such purchase orders (collectively with this Agreement, “Vendor Agreements”) will at all timesbe net of all monetary obligations owing by Supplier to Buyer under any Vendor Agreement or otherwise(collectively, “Supplier’s Monetary Obligations”). Any installment payment or advance made by Buyer to Supplierin respect of any Vendor Agreement while any Supplier’s Monetary Obligations are outstanding will be deemed tobe an overpayment to Supplier to the extent of such outstanding Supplier’s Monetary Obligations and will be subjectto recoupment and or set-off by Buyer. Without limiting the foregoing, Buyer will have the right, at all times, todeduct any Supplier’s Monetary Obligations from any amounts owed to Supplier by Buyer, and to pay only the netsum due, if any. Any Supplier’s Monetary Obligations that remain outstanding after any exercise by Buyer of itsrecoupment and/or set-off rights will be paid by Supplier promptly upon demand by Buyer. For the purpose ofBuyer’s exercise of the right of recoupment and/or set-off only, any raw materials, components and parts sold bySupplier to Buyer for use in Products, if applicable, will be deemed to be sold to Buyer pursuant to a purchase order.9. Termination.9.1. Termination of this Agreement. Either party may terminate this Agreement by giving at least 90 days’ written noticeto the other party, which termination notice will be effective as of the date Buyer begins delivering the next annual8889v44


catalog following the end of such notice period. (In the case of multiple Buyer Entities, the latest annual catalogdelivery date will be the termination effective date.)9.2. Termination of Orders. Buyer may terminate any and all Product orders and any related agreements with Supplierimmediately for cause, without any liability whatsoever to Supplier, in the event Supplier: (i) becomes insolvent oradmits its inability, or becomes unable, to pay its debts in a timely manner; (ii) is the subject of a voluntary orinvoluntary filing by or against it under Title 11 of the U.S. Code; (iii) ceases to function as an active concern orceases its operations in the normal course of business; (iv) assigns or transfers any of its rights or obligations inviolation of this Agreement, or (v) fails to perform any of its obligations under or breaches in any material respectthis Agreement or any other agreement between Supplier and any Buyer Entity. In addition, Buyer may terminateany Product orders, in whole or in part, for its convenience by notice to Supplier at any time before the later to occurof (i) the ship date, if any, specified on Buyer’s purchase order or (ii) the date Supplier ships the order (collectively,“shipped goods”). Buyer’s sole responsibility upon any such termination for its convenience will be to pay theagreed purchase price of any conforming Products previously provided or in transit to Buyer at the time of suchtermination.9.3. Private Label. If Buyer authorizes Supplier to mark or label any Products with a trade name, trademark, trade dress,logo, service mark or related registration (“Marks”) owned by or licensed to Buyer (“Buyer Private Label Products”)or owned by or licensed to a customer (“Customer Private Label Products”) (collectively, “Private Label Products”),such marking or labeling will be limited to the quantities of such Products set forth in a purchase order or otherwiseauthorized in writing by Buyer and will be done in accordance with Buyer’s specific written instructions. Supplierwill not sell or otherwise dispose of, nor permit the sale or disposal of, any Private Label Products (including anysuch Products rejected by Buyer) to anyone other than Buyer without first obtaining Buyer’s express written consentand then (a) removing, or otherwise defacing as installed, any Buyer or customer Private Label identification prior tosuch sale or disposal, and (b) complying with such other requirements as Buyer will impose in its sole and absolutediscretion. Buyer may elect, but will have no obligation, to purchase from Supplier any surplus labels, packaging orother materials bearing any Buyer or customer Private Label. All such materials not purchased from Supplier byBuyer will be destroyed at the expiration, cancellation, or termination of this Agreement. Supplier will have no right,title or interest in or to any Marks of Buyer or its customers or their respective affiliates, other than the right to useany such Marks as Buyer may direct in writing in connection with Private Label Products. Supplier will notifyBuyer within five (5) business days after Supplier (a) has knowledge of any allegation by a government agency thatit (i) has initiated a formal or informal inquiry, investigation or proceeding in any way related to or affecting anyPrivate Label Product; or (ii) asserts that any Private Label Product is not or may not be in compliance with anyLaw; or (b) reports to any government agency any Private Label Product is not or may not be in compliance withany Law or contains or may contain a defect that could create a risk of injury or death. Supplier will not disclose toany third party that Supplier has furnished, or contracted to furnish, to Buyer any Products bearing a Buyer brandname or trademark. Supplier will not use Buyer’s name or any Marks owned or licensed by Buyer in Supplier’sadvertising or other promotional material without Buyer’s prior written consent.10. Shipping.10.1. Shipment; Risk of Loss. See Schedules.10.2. Testing and Acceptance. Buyer may inspect or test any Product at any time or place prior to or after shipment orother completion, including during the applicable period of production, performance or development. Products willalso be subject to final inspection and acceptance at Buyer’s applicable distribution center or other Buyer-specifiedreceiving destination or performance location within a reasonable time after delivery or performance completion.Buyer will not be obligated to accept or pay for, and may reject in whole or in part, shipments or other deliverablesthat are untimely, contain incomplete quantities or erroneous items, reflect damage to packaging or contents, or areotherwise nonconforming with this Agreement. Buyer may, at its option, (x) return defective or nonconformingshipments or deliverables to Supplier, at Supplier’s sole risk and expense, for a full credit of the purchase price andany Buyer-paid transportation charges; (y) dispose of defective or nonconforming shipments or deliverables andapply their invoice price against any applicable Supplier damaged/defective merchandise allowance; or (z) requireprompt correction or replacement of such defective or nonconforming shipments or deliverables. No replacementswill be made unless specified by Buyer. No Buyer inspection, approval or acceptance will relieve Supplier fromresponsibility for any warranties or obligations under, or otherwise excuse Supplier’s compliance with, thisAgreement or any other applicable agreements. Payment for Products prior to inspection will not constitute anacceptance thereof.8889v45


10.3. Delivery Scheduling. See Schedules.10.4. Shelf Life. All Products that have expiration dates will have at least one year of shelf life as of the date delivered toBuyer.11. Advertising and Marketing Materials; Intellectual Property. Supplier will provide all high resolution photos (analogand digital) and content necessary for the production of Buyer catalogs, flyers and electronic advertising andmarketing content (“Materials”) to Buyer at no charge. Supplier grants to Buyer a perpetual, nonexclusive,nontransferable, royalty free license to use, copy, modify (prepare derivative works), display and distribute, with theright to sublicense, Supplier’s trademarks, service marks, trade names, trade dress, copyrights and rights of publicityassociated with Products, including the photo samples and descriptions described above (and to incorporate the sameinto Buyer’s Materials) for the limited purpose of marketing, promoting or selling Products through anypromotional, advertising or distribution channel, including print and e-commerce. Any designs, specifications,technical designations, drawings, patents, copyrights, trade secrets and other proprietary rights owned or licensed byBuyer and supplied by Buyer to Supplier in connection with any Buyer private label or other program for whichSupplier provides any Products for Buyer will remain the exclusive property of Buyer or its licensors, and Supplierwill not take any action that challenges or jeopardizes any such Buyer rights.12. Supplier Information. All Supplier contacts require a Supplier-owned e-mail address; personal e-mail addresses willnot be accepted for communication with Supplier representatives. Supplier will promptly notify Buyer in writing ofany corrections or changes to its contact information.13. Universal Product Codes. Supplier will print a unique, Product-specific Universal Product Code (“UPC”) on allProduct packaging. Supplier will give Buyer a list of the UPC numbers. Supplier will notify Buyer in writing priorto changing any Product’s UPC, which notice will include the date after which all units of the Product that Supplierships to Buyer will bear the new UPC.14. Cooperation. As reasonably requested by Buyer, Supplier will provide support and assistance to, and will cooperatewith, Buyer’s Merchandising, Marketing and other departments and divisions on mutually beneficial ways topromote the Products to reseller and end-consumer channels.15. Notice. Notice is effective: (i) when delivered personally, (ii) three business days after sent by certified mail, or (iii)on the business day after sent by a nationally recognized courier service. Notice under this Agreement is sufficient ifgiven by nationally recognized overnight courier service, certified mail (return receipt requested), or personaldelivery to the other party at the address listed on the signature page hereto. A party may change its notice addressby giving notice in accordance with this Section.16. Cumulative Remedies. All rights and remedies under the Vendor Agreements are cumulative, and the exercise ofany right or remedy herein provided will be without prejudice to the right to exercise any other right or remedyprovided for herein or at law or in equity. Supplier and Buyer hereby agree that the administrative fees that areassessed hereunder are not intended by the parties as penalty payments, but are instead intended as liquidateddamages to compensate Buyer should Supplier fail to meet its obligations hereunder. Furthermore, the parties agreethat these amounts are reasonable and appropriate because of the difficulty, time and cost of determining Buyer’sactual damages resulting from such failure.17. Confidentiality. Each party acknowledges it will have access to the other party’s confidential information(“Information”) including information about operations, sales, costs, financial condition, plans, practices, strategies,customers, pricing, technology and products. Any point of sale reports or other information Buyer provides toSupplier about Buyer’s direct customers or their customers/end users, including their respective purchases, sales andforecasts, also will constitute Information of Buyer. Each party will keep strictly confidential, will not use in anyway detrimental to the other or for any purpose other than in connection with this Agreement, and will not discloseto any third party any Information, regardless of its form or media (whether obtained in writing, verbally, byelectronic or other data transmission or through on-site visits, before or after the date any Products are ordered).Each party may, however, disclose Information to those of its Representatives who need to know such Informationin connection with its performance, provided that the disclosing party directs and obligates such Representatives totreat the Information confidentially and remains responsible for any improper use or disclosure of the Informationby its Representatives. A party may disclose Information if and only to the extent required by any law or court orgovernmental order, provided that such party first gives prompt notice to and cooperates with the other party inseeking to protect the confidentiality of such Information. These obligations will not apply to any portions of theInformation that a party can demonstrate (a) is or becomes generally available to the public through no action or8889v46


omission by such party or any of its Representatives, or (b) is or becomes available to such party on a nonconfidentialbasis from a source, other than the other party or its Representatives, which is not prohibited fromdisclosing the Information by any contractual, legal or fiduciary obligation. Notwithstanding anything herein to thecontrary, each Buyer Entity may disclose Supplier’s Information to the other Buyer Entities, which may disclose itto their Representatives.18. Force Majeure. Neither Buyer nor Supplier will be held responsible for its failure to fulfill timely any of itsobligations if and to the extent that such failure is due to acts of God (such as floods, storms, fires and earthquakes),acts of war, terrorism or general civil insurrection or other matters strictly beyond the control of and without anyfault or negligence of such party (“Force Majeure Events”). Upon the occurrence of any Force Majeure Event thatresults or is reasonably likely to result in a delay in or failure of performance, the party whose performance isaffected will give written notice to the other party promptly, and in any event within five (5) days of the beginningof such occurrence, providing reasonably detailed information about the occurrence and its anticipated effect(s) onthe notifying party’s performance. The party whose performance is so affected will use its reasonable best efforts toeliminate or minimize the adverse impact of the Force Majeure Event on its performance, and to resume fullperformance, under this Agreement as soon as possible.19. Miscellaneous.19.1. Supplier and Buyer are independent contractors and neither will be considered or act as the agent of the other forany purpose whatsoever.19.2. Supplier may not assign this Agreement without the prior written consent of USMS. Any purported assignment ofthis Agreement in violation of this provision is void. This Agreement will be binding on USMS and Supplier andtheir respective permitted successors and assigns.19.3. If any provision of this Agreement is held invalid, illegal or unenforceable, such provision will be deemed deletedand replaced by a valid, legal and enforceable provision that so far as possible achieves the intent and purpose of theoriginal provision, and the remaining provisions will continue in full force and effect.19.4. As used in this Agreement, “including” and similar terms of inclusion mean “including but not limited to.”19.5. Any amendment of this Agreement must be in writing, signed by the duly authorized officer of the party againstwhich enforcement is sought (in the case of USMS, an officer of USMS with a title of at least Vice President), andexpressly state that it is an amendment of this Agreement. The failure of either party, at any time or for any period oftime, to require performance by the other of any of this Agreement will not affect the right of such party to requireperformance of the same at any time thereafter or constitute a waiver of any provision of this Agreement thereafter.19.6. This Agreement and any orders or agreements that reference or incorporate it will be governed by and construed inaccordance with the laws of the State of Illinois, as applied to contracts entered into and performed between partieslocated within the State, without regard to any conflict of laws provisions thereof. USMS and Supplier agree that theUnited Nations Convention on Contracts for the International Sale of Goods will not apply to purchases of Productsby Buyer. Supplier and USMS consent to the personal and subject matter jurisdiction of the state and/or federalcourts located in Cook County, Illinois and agree that the proper and exclusive venue for any dispute concerning anyVendor Agreement will be in such courts. All objections to such jurisdiction or venue are hereby waived. Supplierconsents to service of process as permitted under Illinois law or by certified mail, return receipt requested.19.7. All obligations and duties hereunder which will by their nature extend beyond the expiration or termination of anyorder or agreement incorporating or referencing this Agreement, including Sections 3, 4, 7, 8, 15, 16 and 17, willsurvive and remain in effect beyond any such expiration or termination.19.8. Each party represents and warrants that the party signing on its behalf is duly authorized and has legal capacity toexecute this Agreement. Each party represents and warrants that the execution of this Agreement and theperformance of its obligations hereunder have been duly authorized.19.9. In order to assess Supplier’s compliance with the terms and conditions of this Agreement, upon five days’ writtennotice from Buyer Supplier will permit Buyer and its authorized representatives, including its accountants andattorneys, access to all of Supplier’s books and records pertaining to the performance of this Agreement, whereversuch books and records may be located and will also grant Buyer and its representatives reasonable access toSupplier’s business and operations personnel involved in the performance of this Agreement.19.10. If any Product is subject to a recall (including any Product safety notices) initiated by the manufacturer,8889v47


any governmental body or otherwise, Supplier will give Buyer immediate written notice of such recall. Supplier willbe responsible for all costs and expenses associated with the recall or notice and will reimburse Buyer for all costsand expenses incurred by Buyer related to the recall or notice, including (i) recalling, shipping and destroying anyrecalled Products, (ii) Buyer’s net landed cost of unsold Products that are subject to the recall and (iii) any otherexpenses incurred by Buyer or any downstream purchaser who acquires any recalled Product directly or indirectlyfrom Buyer.19.11. This Agreement will be interpreted in accordance with its plain meaning. In any interpretation of the termsof this Agreement, the terms will not be construed against any party on the basis of that party being the drafter ofsuch terms.19.12. The Vendor Agreements and the Supplier’s Allowance Program, if any, together with any validamendments hereto, constitute the entire agreement between the parties with respect to the subject matter hereof andsupersede all prior agreements and understandings, oral and written, between the parties with respect to the subjectmatter hereof.19.13. SUPPLIER AND BUYER EACH AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL IN ANYLITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY OTHER AGREEMENTEXECUTED IN CONNECTION HEREWITH.19.14. Supplier Code of Ethics. Supplier certifies that all of Supplier’s representatives who have contact withassociates of Buyer have read the United Stationers Inc. Supplier Code of Ethics attached hereto as Exhibit B andagree to comply with it while doing business with Buyer.19.15. Equal Employment Opportunity/Affirmative Action Obligations. As part of Buyer’s compliance withfederal Equal Employment Opportunity and Affirmative Action regulations, USMS on behalf of Buyer herebynotifies Supplier that, as an entity supplying goods and/or services to Buyer, Supplier may be subject to thefollowing laws and accompanying regulations: (a) Executive Order 11246 (and its implementing regulations at 41C.F.R. part 60); (b) The Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended (and itsimplementing regulations at 41 C.F.R. 60-250); and (c) Section 503 of the Rehabilitation Act of 1973, as amended(and its implementing regulations at 41 C.F.R.60-741). The equal employment opportunity clauses within each ofthe above regulations, as applicable, are incorporated by reference into this Agreement and all other contractsbetween Buyer and Supplier.19.16. Execution Copies. This Agreement and any amendment may be executed in several counterparts, each ofwhich so executed will be deemed to be an original, and such counterparts together will constitute one and the samedocument. Further, a copy of this Agreement and any amendment will for all purposes be deemed an original and afacsimile or scanned copy of an original signature shall be deemed an original signature.19.17. Third Party Beneficiaries. Each Buyer Entity is an intended third party beneficiary of this Agreement.The remainder of this page is intentionally left blank.8889v48


The parties have signed this Agreement effective as of the date first set forth above.United Stationers Management Services LLCBy:Name:Title:SupplierBy:Name:Title:Address for Notices to USMS:See SchedulesAddress for Notices to Supplier:98889v4


Exhibit ACertificate of ComplianceReduction of Toxics in PackagingSupplier certifies that all packaging and packaging components sold to Buyer or its affiliates comply with therequirements of the toxics in packaging law(s), including New York, Missouri, Florida, Wisconsin, California,Connecticut, Georgia, Illinois, Iowa, Maine, Maryland, Minnesota, New Hampshire, New Jersey, Pennsylvania,Rhode Island, Vermont, Virginia and Washington.1. Supplier certifies that the regulated metals – lead, mercury, cadmium, and hexavalent chromium –were not intentionally added to any package or packaging component during the manufacturingprocess.2. Supplier further certifies that the sum of the incidental concentration levels of lead, mercury,cadmium and hexavalent chromium present in any package or package component does not exceed100 parts per million by weight.3. Supplier agrees to maintain adequate documentation of this certification for inspection upon request.8889v410


Exhibit BUnited Stationers Inc. Supplier Code of EthicsAt United Stationers Inc. and our subsidiaries, including United Stationers Supply Co., United StationersManagement Services LLC, United Stationers Financial Services LLC, Lagasse, LLC, ORS Nasco, LLC and MBSDev, Inc. (collectively, “USI”), our associates seek to outperform our competition fairly and honestly throughsuperior performance and never through unethical or illegal business practices. We are confident that our suppliersalso desire to operate in this manner and in an environment that is free from inappropriate influence due to unethicalbusiness practices.To this end, USI suppliers are required to abide by the following ethical principles:Avoid the intent or appearance of unethical practices in relationships, actions and communications withUSI and all of its associates.Avoid creating any conflict of interest with a USI associate, particularly any associate involved innegotiating agreements or making purchasing decisions.Disclose to USI senior management any family or other personal relationships that your representativesmay have with any USI associate.Refrain from offering money, gifts of other than nominal value, excessive hospitality, trips, loans or otherspecial treatment to USI associates that might influence or appear to influence their relationship with you.Refrain from requesting agreements that restrict resale pricing or restrain competition.Comply with all applicable laws and regulations (including those regarding slavery and human trafficking)relating to the conduct of business which relates in any way to USI.Suppliers who violate or attempt to compromise these ethical principles will be subject to cessation of business withUSI.8889v411


Exhibit CTier 1 CategoriesProduct CategoriesProducts Intended for Human Consumption Food and beverages Oral medicationsProducts Intended for Use on Humans Medical supplies, first aid and healthcare Topical medications Eye drops Personal hygiene items, including skin care and wipesProducts that Emit Fumes, Pollutants Keyboard duster Bleach and other noxious chemicalsHighly Flammable Products Sterno Storage tanks, propane cylindersWelding Products Rods, fillers, wireHoistsSafety Harnesses, LanyardsWelding, Chemical & Temperature Safety Eye, face, respiratory, skin protectionTesting Equipment Gas lamp and power findersPower ToolsIndustrial, Weight-Bearing Rope8889v412


Schedule 1 – United Stationers Supply Co.Schedule 2 – Lagasse, LLCSchedule 3 – ORS Nasco, LLCSchedules of Buyer Entity Terms and Conditions8889v413


Schedule 1 – United Stationers Supply Co. (“USSCO”)Buyer Authorized Purchaser. “Buyer Authorized Purchaser” means a USSCO Inventory Manager.Electronic Processing. Supplier and USSCO will process all purchase orders and other related documents (includingadvance ship notices with UCC 128) electronically, either directly or through a third party provider satisfactory toboth parties. Each party is responsible for its own costs, including the costs of any provider with which it contracts.If this Section conflicts or is inconsistent with any Electronic Data Interchange Trading Partner Agreement signedby USSCO and Supplier (“EDI Agreement”), the terms of the EDI Agreement will control.Backorders. Supplier will immediately notify USSCO’s Inventory Manager of any Product that is not available toship by the date requested on the purchase order and will provide weekly status updates with projected ETA untilsuch time as all shipments are current. Supplier will give backorder shipments top priority and will ship them assoon as available. Supplier will fill purchase orders in the order of the original required shipment date unlessUSSCO’s Inventory Manager gives Supplier other specific written instructions. USSCO will periodically giveSupplier an Open Order Reconciliation Report. Within twenty-four hours Supplier will complete and return thereport to USSCO’s Inventory Manager. If any Product remains on backorder more than 14 days after the ship datestated in USSCO’s purchase order for that Product, and if on or after that 14th day USSCO is out of stock on thatProduct at any of USSCO’s distribution facilities, USSCO may charge Supplier an administrative fee equal toUSSCO’s daily sales forecast for that Product as of the date USSCO assesses the administrative fee, multiplied bythe number of days after the 14th day that Supplier has not filled all of USSCO’s outstanding order(s) for theProduct, multiplied by 50% of USSCO’s standard distributor margin for the Product.Price and Product Changes. Supplier must notify USSCO in writing of any applicable list or cost changes aminimum of 120 days before the beginning of the calendar quarter in which the price change will take effect(January, April, July, October). Supplier’s notice must be in the format USSCO requests and must not be altered to adifferent file format or sequence of information. USSCO will not accept price increases for any Products Supplierhas proposed for inclusion in future promotional marketing activities during the life of that activity. Changes inSupplier’s list price or USSCO’s cost price that reduce the discount percentage between cost and list will not beaccepted. Supplier will give USSCO at least 90 days’ written notice before discontinuing or modifying any Product,including any change to the packaging, size, weight, stock number or units/pack of any Product, and such changewill become effective on the first day of the next calendar quarter that occurs on or after the end of such 90 daysnotice.Special Orders. Supplier will accept manual or EDI orders from USSCO’s Special Orders group. Supplier willwaive the prepaid freight minimum for all special orders that can be shipped with an existing stock order for thesame location. Supplier acknowledges that all special orders are pre-sold and accordingly Supplier agrees to shipthem at the earliest possible opportunity. Special Orders shipped to any location other than a USSCO distributioncenter must be shipped with freight charges prepaid and add and must be invoiced with the original hard copyinvoice sent to: United Stationers Supply Co., PO Box 1619, Deerfield, IL. 60015-6010.Shipment; Risk of Loss. Time is of the essence and USSCO’s indicated delivery dates for Products will beconsidered material terms of all purchase orders. All Product shipments or deliveries arranged by Supplier(excluding those USSCO has agreed to receive via its inbound freight consolidation program or USSCO truck fleetpickup at a Supplier location) will be FOB United destination unless USSCO’s purchase order states a different FOBpoint. Supplier will provide USSCO via EDI with advance shipment notices acceptable to USSCO for all shipmentsto USSCO distribution centers. Title to and risk of loss for all Products will pass to USSCO only after delivery toand acceptance by USSCO at the USSCO-specified destination, and all risks of loss prior to such USSCOacceptance will be for Supplier’s account. Supplier will have the sole responsibility to pursue any claims againstinbound carriers for Product/packaging damage in transit to that destination. Supplier will ship only the quantitiesof Products ordered by USSCO in the applicable purchase order and will make no substitutions or changes withoutthe prior written approval of the applicable USSCO Inventory Manager.Delivery Scheduling. Supplier or its carrier must contact the applicable USSCO distribution center to schedule adelivery appointment with USSCO and to obtain delivery instruction for all non-parcel post/UPS shipments.8889v414


Supplier or its carrier must supply bill of lading numbers, pro numbers, purchase order numbers, piece counts andweights to the distribution center.Notice Address:United Stationers Supply Co.One Parkway North Blvd.Suite 100Deerfield, IL. 60015Attn: Vice President, MerchandisingWith a copy to the same address, Attn: General CounselUSSCO Shipping Guidelines. Supplier will ship all Products in accordance with (i) United’s Packaging, Labelingand Shipping Requirements for Successful Partnerships, as posted at: www.ussco.com/suppliers/guidelines.pdf and(ii) United’s Inbound Routing Instructions/Bill of Lading Requirements, as posted at:http://www.ussco.com/suppliers/RoutingGuide_BOL_Requirements.pdf, each as modified by USSCO from time totime.8889v415


Schedule 2 – Lagasse, LLC (“Lagasse”)Buyer Authorized Purchaser. “Buyer Authorized Purchaser” means a Lagasse Procurement Analyst.Electronic Processing. Supplier and Lagasse will process all purchase orders and other related documents (includinginvoices and ship notices) electronically, either directly or through a third party provider satisfactory to both parties.Each party is responsible for its own costs, including the costs of any provider with which it contracts.Backorders. Supplier will immediately notify Lagasse’s Procurement Analyst of any Product that is not available toship by the date requested on the purchase order and will provide weekly status updates with projected ETA untilsuch time as all shipments are current. Supplier will give backorder shipments top priority and will ship them assoon as available. Supplier will fill purchase orders in the order of the original required shipment date unlessLagasse’s Procurement Analyst gives Supplier other specific written instructions. If any Product remains onbackorder more than 30 days after the ship date stated in Lagasse’s purchase order for that Product, and if on or afterthat 30 th day Lagasse is out of stock on that Product at any of Lagasse’s distribution facilities, Lagasse may chargeSupplier an administrative fee equal to Lagasse’s daily sales forecast for that Product as of the date Lagasse assessesthe administrative fee, multiplied by the number of days after the 30 th day that Supplier has not filled all ofLagasse’s outstanding order(s) for the Product, multiplied by 50% of Lagasse’s standard distributor margin for theProduct.Price and Product Changes. Supplier must notify Lagasse of any price change at least 90 days before the beginningof the calendar month in which the price change will take effect. Price change will not be honored until the first dayof the calendar month that commences at least 90 days from Lagasse’s receipt of Supplier’s price change notice.Supplier’s notice must be in the format Lagasse requests and must not be altered to a different file format orsequence of information. Lagasse will not accept price increases for any Products that Lagasse and Supplier haveagreed to include in future promotional marketing activities during the life of that activity. Changes in Supplier’s listprice or Lagasse’s cost price that reduce the discount percentage between cost and list will not be accepted. Supplierwill give Lagasse at least 90 days’ written notice before discontinuing or modifying any Product, including anychange to the packaging, size, weight, stock number or units/pack of any Product.Shipment; Risk of Loss. Time is of the essence and Lagasse’s indicated delivery dates for Products will beconsidered material terms of all purchase orders. Supplier will provide Lagasse via EDI with advance shipmentnotices acceptable to Lagasse for all shipments to Lagasse distribution centers. Title to and risk of loss for allProducts will pass to Lagasse only after delivery to and acceptance by Lagasse at the Lagasse-specified destination,and all risks of loss prior to such Lagasse acceptance will be for Supplier’s account. Supplier will have the soleresponsibility to pursue any claims against inbound carriers for Product damage in transit to that destination.Delivery Scheduling. Supplier or its carrier must schedule a delivery appointment using Lagasse’s web portal (or, ifLagasse so instructs, by contacting the applicable Lagasse distribution center). Supplier or its carrier must supplybill of lading numbers, pro numbers, purchase order numbers, piece counts and weights to the distribution center.Notice Address:Lagasse, LLCOne Parkway North Blvd.Suite 100Deerfield, IL. 60015Attn: Vice President, Vendor ManagementWith a copy to the same address, Attn: General CounselLagasse Shipping Guidelines. Supplier will ship all Products in accordance with the then-current (i) LagasseInbound Routing Matrix, and (ii) Lagasse Domestic Inbound Transportation Guide, each of which will be providedto Supplier as applicable.8889v416


8889v417


Schedule 3 – ORS Nasco, LLC (“ORS Nasco”)Buyer Authorized Purchaser. “Buyer Authorized Purchaser” means a Merchandising Director, MerchandisingManager or an Inventory Planner.Electronic Processing. Supplier and ORS Nasco will process all purchase orders and other related documents(including invoices and ship notices with UCC 128) electronically, either directly or through a third party providersatisfactory to both parties. Each party is responsible for its own costs, including the costs of any provider withwhich it contracts.Backorders. Supplier will immediately notify ORS Nasco’s Expeditor of any Product that is not available to ship bythe date requested on the purchase order. Supplier will cooperate with ORS Nasco to fill backorder shipments assoon as possible and will give backorder shipments top priority. Supplier will fill purchase orders in the order of theoriginal required shipment date unless ORS Nasco’s Inventory Planner or Expeditor gives Supplier other specificwritten instructions.Price and Product Changes. Supplier must notify ORS Nasco of any price change at least ninety (90) days beforethe beginning of the calendar month in which the price change will take effect. Price changes will not be honoreduntil the first day of the calendar month that commences at least ninety (90) days from ORS Nasco’s receipt ofSupplier’s price change notice. Supplier’s notice must be in the format ORS Nasco requests and must not be alteredto a different file format or sequence of information. ORS Nasco will not accept price increases for any Productsthat ORS Nasco and Supplier have agreed will be included in future promotional marketing activities, during the lifeof that activity. Changes in Supplier’s list price or ORS Nasco’s cost price that reduce the discount percentagebetween cost and list will not be accepted. Supplier will give ORS Nasco at least ninety (90) days’ written noticebefore discontinuing or modifying any Product, including any change to the packaging, size, weight, stock numberor units/pack of any Product.Shipment; Risk of Loss. Time is of the essence and ORS Nasco’s indicated delivery dates for Products will beconsidered material terms of all purchase orders. All Product shipments or deliveries arranged by Supplier(excluding those ORS Nasco has agreed to receive via its inbound freight consolidation program) will be FOB ORSNasco destination unless ORS Nasco’s purchase order states a different FOB point. Supplier will provide ORSNasco via EDI with Advance Shipment Notices (ASN) acceptable to ORS Nasco for all shipments to ORS Nascodistribution centers. (ASN via EDI will occur when both ORS Nasco and Supplier are functional on EDI.) Title toand risk of loss for all Products will pass to ORS Nasco only after delivery to and acceptance by ORS Nasco at theORS Nasco-specified destination, and all risks of loss prior to such ORS Nasco acceptance will be for Supplier’saccount. Supplier will have the sole responsibility to pursue any claims against inbound carriers forProduct/packaging damage in transit to that destination. Supplier will ship only the quantities of Products orderedby ORS Nasco in the applicable purchase order and will make no substitutions or changes without the prior writtenapproval of the applicable ORS Nasco Inventory Planner.Delivery Scheduling. Supplier or its carrier must contact the applicable ORS Nasco distribution center to schedule adelivery appointment with ORS Nasco and to obtain delivery instruction for all non-parcel post/UPS shipments.Supplier or its carrier must supply bill of lading numbers, pro numbers, purchase order numbers, piece counts andweights to the distribution center.Notice Address:ORS Nasco, LLCAttn: Vice President, Merchandising907 S. Detroit AvenueSuite 400Tulsa, OK 74120With a copy to:ORS Nasco, LLC188889v4


Attn: General CounselOne Parkway North Blvd.Suite 100Deerfield, IL 60015198889v4

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