BRASS LOGISTICS, LLC. SERVICE AGREEMENT
BRASS
LOGISTICS, LLC.
4540
Worth Street, Los Angeles, CA 00000 (000)000-0000 Fax (000)000-0000
This
Agreement is made this |
16th |
day
of |
June |
,
2004 by and between | |||
|
Brass
Logistics, LLC. (BL- LLC) and |
(CLIENT). | ||||||
RECITALS
WHERAS,
CLIENT desires to obtain and BL- LLC desires to perform the services herein
described under the terms and conditions set forth hereunder.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, BL- LLC and CLIENT hereby agree as follows:
TERM
| 1. |
The
term of this AGREEMENT shall commence on the day and year first above
written and continue for as long as BL- LLC performs the services herein
described or this AGREEMENT is terminated as provided for
below. |
SERVICES
| 2. |
The
services offered by BL- LLC are as follows: |
Service |
Exhibit |
Requested
by Client? | |||
Processing
& Set-up |
Exhibit
A |
Yes |
ü |
No |
|
Order
Page Hosting |
Exhibit
A |
Yes |
ü |
No |
|
Order
Processing |
Exhibit
B |
Yes |
ü |
No |
|
Fulfillment |
Exhibit
C |
Yes |
ü |
No |
|
(Fees
for the above mentioned services are discussed in Item 3 and Exhibit
D.)
CLIENT
has initialed the appropriate boxes above to indicate which services CLIENT
wishes BL- LLC to perform. A detailed description of each service is set forth
in Exhibits A through C attached hereto and by this reference made a part
hereof. Except as expressly stated herein, BL- LLC makes no warranties or
guarantees regarding its services or the results of its services.
Please
initial: CFI____JBM___
Client__________ Page 1 of
12
RATES
| 3. |
BL-
LLC’s rates for the services described above are set forth in Exhibit D,
attached hereto and incorporated herein by reference. CLIENT has reviewed
Exhibit D and hereby agrees to the rates set forth therein. Fees paid for
set-up services are not refundable. Deposits required for third party
services , (i.e. Telemarketing & Common Carrier Charges) are
refundable to the extent not used. |
INSURANCE
| 4. |
CLIENT
agrees to secure business liability and product liability insurance with a
minimum coverage of One Million Dollars ($1,000,000.00) per policy and
name BL- LLC as an additional insured under both policies. Delivery to BL-
LLC of a Certificate of Insurance evidencing the above shall be a
condition precedent to BL- LLC’s obligation to perform under this
agreement. CLIENT also agrees to provide coverage for products in BL-
LLC’s possession against fire, theft and so forth. BL- LLC will not be
held responsible for damage of products while in our care, custody, or
control, unless BL- LLC is grossly negligent in the care of such
goods. |
INDEMNIFICATION
| 5. |
CLIENT
hereby agrees to indemnify, defend and hold harmless BL- LLC, its agents,
employees, officers and directors from and against any and all damages,
losses, liability, suits, actions, demands, penalties, proceedings
(whether legal or administrative including but not limited to actions by
the Federal Trade Commission) and expenses (including but not limited to
reasonable Attorney’s fees) arising, directly or indirectly, out of
marketing the product(s) and/or service(s) that are the subject of this
AGREEMENT. |
PAYMENT
| 6. |
BL-
LLC shall submit to CLIENT weekly or bi-weekly invoices for services
performed. CLIENT hereby agrees to pay such invoices within ten days from
the date or receipt of invoice. Any charges remaining unpaid for more than
thirty days after the date of the invoice are subject to an account
service charge of one and one-half percent per month. The equivalent
annual interest rate of this charge is eighteen percent. If , at any time,
CLIENT’S account becomes thirty days past due and CLIENT fails to make
timely payment as required by BL- LLC, then BL- LLC may, at its option and
with 10 days written notice terminate this AGREEMENT. Upon such
termination, all customer lists and date developed by BL- LLC under this
AGREEMENT shall become the sole property of BL- LLC until such time as all
monies due have been collected. |
ADVANCES
AND DEPOSITS
| 7. |
BL-
LLC requires a deposit equal to two to four weeks of any third party
charges, e.g. Telemarketing charges, the amount to be based on forecasted
or actual charges. Deposit amounts for each product will be agreed upon by
CLIENT and BL- LLC in writing prior to air date or insertion date. Common
carrier charges shall be paid in advance. |
Please
initial: CFI____JBM___
Client__________ Page 2 of
12
BANK
ACCOUNTS
| 8. |
CLIENT
hereby authorizes BL- LLC to establish communications with and transmit
charges and credits to a bank account(s) with a credit card depository
bank to house the banking activities arising under this AGREEMENT. All of
CLIENTS credit card and bank check deposits by BL- LLC will be made to
this account. CLIENT agrees that sufficient funds will be reserved and
held on deposit in this account to assure that all payments for vendor
services arranged by BL- LLC, including but not limited to media
purchases, telephone processor charges, third party shipping charges,
charges for BL- LLC services as outlined herein and other liabilities
arising from product sales, are paid
currently. |
TELEPHONE
NUMBERS
| 9. |
CLIENT
shall direct the public to call certain telephone number(s) assigned to
CLIENT by BL- LLC’s telephone processor. Such telephone number(s) may only
be used by CLIENT during the term of the agreement with BL- LLC’s
telephone processor. In the event no orders are received for thirty
days(30) on any telephone number assigned by BL- LLC’s telephone processor
for CLIENT, or CLIENT’S program or product are objectionable to BL- LLC or
BL- LLC’s telephone processor (e.g. prohibited by any law, contains any
profanity, obscene, lewd, lascivious or sexually explicit material, might
reflect adversely on the telephone processor or its affiliates, or harm
the name or business or the telephone processor or its affiliates) as
determined in BL- LLC or the telephone processor’s sole discretion, BL-
LLC or its telephone processor may at its option, immediately retrieve
that telephone number assigned to CLIENT. In the event BL- LLC’s telephone
processor retrieves any telephone number assigned to CLIENT, CLIENT shall
no longer be authorized to use that telephone number unless prior written
approval is received from BL- LLC’s telephone processor. BL- LLC’s
telephone processor may direct its operators to inform any callers on that
telephone number that the processor is no longer handling such calls. BL-
LLC and its telephone processor shall not be liable for any losses,
damages, or costs sustained by CLIENT in connection with the retrieval of
any telephone number. |
SEVERABILITY
| 10. |
In
the event any provision contained herein is held to be invalid, illegal or
unenforceable by any court of competent jurisdiction, such provision shall
be deemed severable from the remainder of this AGREEMENT and shall in no
way affect the other provisions contained
herein. |
TERMINATION
| 11. |
This
AGREEMENT may be terminated upon mutual written consent by both parties.
Such termination will be effective thirty days after receipt of notice.
In
addition,
this AGREEMENT may be unilaterally terminated by one party as
follows: |
Please
initial: CFI____JBM___
Client__________ Page 3 of
12
| A. |
If
sales unit volume drops to less than _50__units
per week for four consecutive weeks, then either party may terminate this
AGREEMENT by providing written notice of termination to the other. Such
termination will be effective thirty days after receipt of
notice. |
| B. |
If
either party ceases to do business, becomes insolvent, files for
bankruptcy or is adjudged a bankrupt, then the surviving party may
terminate this AGREEMENT immediately without
notice. |
REMEDIES
AND LIMITATION OF LIABILITIES
| 12. |
CLIENT
hereby agrees that its sole and exclusive remedy for any and all losses or
damages relating to this AGREEMENT, including any claim of breach of
contract or negligence, shall be limited to a refund of the monies CLIENT
has paid to BL- LLC which are attributed to any non-conforming
services. |
| 13. |
BL-
LLC shall not be liable to CLIENT, its employees, agents, customers or any
third party for any claim, loss or damages (general, special, incidental
of consequential) including, but not limited to lost sales or lost
profits, which in any way arises out of or in connection with the services
provided under this AGREEMENT, even if BL- LLC has been advised of the
possibility of such loss or damages. |
ATTORNEY’S
FEES AND COSTS
| 14. |
If
any action at law or equity is necessary to enforce or interpret the terms
of this AGREEMENT, the prevailing party shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements in addition to any
other relief to which such party may be
entitled. |
CONFIDENTIALITY
| 15. |
CLIENT
and BL- LLC agree that each shall not, without the prior written consent
of the other, during the term of this AGREEMENT and for a period of one
year thereafter use or disclose to any third person any information
relating to the business, marketing services or customers of the other,
other than information already in the public domain. The customer lists
generated by BL- LLC and CLIENT shall be the sole property of CLIENT.
CLIENT hereby grants BL- LLC permission to use the customer list for
demographic purposes only. The client list may not be used for any other
reason by BL- LLC without the express written permission of the
CLIENT. |
GOVERNING
LAW
| 16. |
This
AGREEMENT shall be interpreted in accordance with the laws of the State of
California. |
SUCCESORS
AND ASSIGNS
| 17. |
This
AGREEMENT shall be binding upon and inure to the benefit of BL- LLC and
CLIENT and their respective heirs, successors and assigns.
|
Please
initial: CFI____JBM___
Client__________ Page 4 of
12
FORCE
MAJEURE
| 18. |
If
during the term of this AGREEMENT either party is prevented from carrying
out its obligations by acts of God or other extraordinary causes beyond
the control of such party, then such party shall not be responsible for
any loss or damage resulting from such delay or failure to perform under
this AGREEMENT. |
AUTHORIZATION
| 19. |
BL-
LLC and CLIENT each represent and warrant that it is duly authorized to
enter into this AGREEMENT. The person or persons executing this AGREEMENT
warrant that they are duly authorized to execute and deliver this
AGREEMENT on behalf of BL- LLC and CLIENT
respectively. |
ENTIRE
AGREEMENT
| 20. |
This
AGREEMENT constitutes the entire agreement between the parties with
respect to the subject matter hereof and any modification to this
AGREEMENT shall be in writing and signed by all parties. There are no
understandings, representations or warranties other than as herein
expressly set forth and no rights are granted hereunder except as
expressly set forth above. |
IN
WITNESS WHEREOF, BL- LLC and CLIENT have executed this AGREEMENT as of the day
and year first above written.
Date
___________ Approved____/s/
Xxxxx Xxxxx Myers_________
(BL- LLC)
Date
___________ Approved___/s/
Prem Ramchandani________
(CLIENT)
Please
initial: CFI____JBM___
Client__________ Page 5 of
12
Exhibit
“A”
Client
Setup
Telemarketing
As part
of this agreement BL- LLC will:
Set-up
the inbound telemarketing script with product, order, up-sell and payment option
Information.
Test data
transmission between the telephone processor and BL- LLC.
Order
page (web) set-up and hosting
If this
service is requested, BL- LLC will design and host an internet order page that
has the same look as the CLIENT’S web site.
Processing
BL- LLC
will setup its in-house processing system with all necessary client, product and
inventory information and client detail.
Bank
Processing
BL- LLC
will establish the communications link and programmed interface to the client’s
bank processor to process credit card orders and refunds to client’s merchant
accounts.
Fulfillment
BL- LLC
will setup in-house fulfillment, assess packaging requirements, and set up an
appropriate common carrier. We provide an UPS Manifest, USPS Priority Mail
Manifest or USPS Statement of Mailing to CLIENT.
Please
initial: CFI____JBM___
Client__________ Page 6 of
12
Exhibit
“B”
Order
Processing
BL- LLC
provides the following services related to order processing and
reporting:
Credit
Card Orders
Download
telemarketing/web orders.
Process
credit card transactions to client’s merchant account.
Process
transactions and print invoices.
Re-process
declined credit card orders. Notify customer if not approved.
Check
Orders
Enter
check orders.
Process
check orders and print invoices.
Cashiering
- prepare bank deposit.
Other
Orders
Enter
manual credit cards orders.
Easy
payment processing - client defined term and frequency.
Inquiry
Processing
Telemarketing
inquiries - send product information supplied by client.
Note:
Customer is responsible for all items to be mailed.
Customer
Service
Provide
“800” number for customer service.
Provide
on-line customer information and order status.
Respond
to inquiries/complaints.
Returns
Processing
BL- LLC
will process credit card and check returns which include a personalized credit
memo to the customer.
Charge
backs and returned checks will be researched to resolution.
Sales
Reporting
Daily download
summary.
Gross
sales items broken down by product and payment method.
Shipping
and handling charges.
Sales tax
collected by sales tax territory for both sales and sales returns.
Product
sales by media source.
Customer
service inquiry call analysis.
Data
Processing
BL- LLC
will maintain the customer database including name, address, telephone number,
order and return information and customer service call retention.
Please
initial: CFI____JBM___
Client__________ Page 7 of
12
Exhibit
“C”
Fulfillment
Services
BL- LLC
will provide the following related to fulfillment services:
Invoice
and manifest preparation
BL- LLC
will print invoices will appropriate information in batch sizes approved by
client with UPS Manifest, USPS Manifest or Statement of Mailing.
Fulfillment
BL- LLC
will prepare packages for mailing via UPS or USPS to Client
Specifications.
Note:
Client is responsible for all shipping costs and materials including cartons,
packing materials, labels, and common carrier charges.
Please
initial: CFI____JBM___
Client__________ Page 8 of
12
Exhibit
D
DIRECT
TO CONSUMER PRICING
Brass
Logistics would like to take this opportunity to thank you for your interest in
working with our company and our professional team of staff. We take our
business very seriously, and offer only the best service to you and your
project. Below is a price schedule for your review, and for further discussion
at your earliest convenience.
One-Time
Initial Set-Up Charges: $2000.00
One-time
set-up fees are on a “per project” basis, and include:
Processing
Set-Up
| · |
Set-Up
company, initial products, inventory &
reporting |
| · |
Database
management |
| · |
On-Line
800 number customer service |
| · |
In-house
fulfillment systems set up |
Telemarketing
& Customer Service Set-Up
| · |
Establish
and design file transmission with
telemarketing |
| · |
Programming,
test data transmission |
E-Commerce
Set-Up
| · |
Programming,
test data transmission |
Merchant
Account Set-Up
| · |
Establish
account communications w/clients merchant
bank |
| · |
Programming,
test data transmission |
Additional
Set-Up Services:
Check By
Phone $250.00
Continuity $500.00
Easy
Payments $250.00
E-Commerce
Custom Design
Design
& Host BL-LLC
basic order page $500.00
includes 5 hours of programming
Re-
design to BL-LLC basic order
page
$250.00
Changes
and Additions $100 per
hour
Telemarketing
- West
| House Account Set-Up | $500.00 includes first product code |
| Additional Product Code Set Up | $250.00 per code |
| Telemarketing Management | $250.00 per month |
| · |
Set-up
house account with Telemarketing |
| · |
Write
call scripts in collaboration with client |
| · |
Establish
and design file transmission with
telemarketing |
| · |
Programming,
test data transmission |
NOTE*
House account per minute rate is .78 and includes the toll free numbers. There
is a $2,500.00 per month minimum after 4 months from product launch
date.
Please
initial: CFI____JBM___
Client__________ Page 9 of 12
Ongoing
Fees:
Order
Processing Fees:
| · |
Credit
Card Orders $0.85 |
| · |
Previously
Charged Credit Cards
$0.50 |
| · |
Manual
Credit Cards $1.25 |
| · |
Check
Orders (manual entry)
$1.25 |
| · |
Check
By Phone (e-check)
$1.25 |
| · |
Easy
Payment/Continuity(per additional
payment $0.70 |
Product
Fulfillment Fees:
| · |
Pick/Pack
fulfillment
$1.15 |
| · |
Additional
items $0.25 |
| · |
Pre-Assembly
- TBD $0.50+ |
Depending
on project & number of pieces
| · |
Packing
slip only (product arrives in shipper
box)
$0.85 |
Customer
Service Fees:
| · |
Telephone
inquiry via toll free
number $1.95 |
| · |
Inquiry
& reply via
email/fax
$1.50 |
| · |
Customer
service inquiry via local toll
# $1.50 |
| · |
Customer
service call
backs $1.95 |
Returns
and Refund Fees:
| · |
Receive
and process
return $1.95
|
| · |
credit
to bank |
| · |
Produce
and mail personalized credits or refund
check |
House
Account Telemarketing Fees:
| · |
Flat
rate per
minute $0.78
|
Monthly
Volume Discounts
Credit
Card Processing
| 1-5,000 |
$0.85 |
||
| 5,001-10,000 |
$0.80 |
||
| 10,001-20,000 |
$0.75 |
||
| 20,001-50,000 |
$0.70 |
||
| Over 50,000 |
$0.65 |
Please
initial: CFI____JBM___
Client__________ Page 10 of 12
Monthly
Volume Discounts
Product
Fulfillment
| 1-5,000 |
$1.15 |
||
| 5,001-10000 |
$1.00 |
||
| 10,001-20,000 |
$0.95 |
||
| 20,001-5,000 |
$.090 |
||
| Over 50,000 |
$0.85 |
Brass
Logistics Material and Third Party Charges:
| · |
Including
but not limited to: Freight, Supplies & Telemarketing 15% |
NOTES:
| · |
Brass
Logistics imposes low
monthly minimums ($500.00 PER MONTH ON SERVICES)
Should
a project come into BL-LLC and become
“in-active”. |
| · |
Storage
fees are ONLY
$15.00per month, per pallet |
| · |
There
are NO
FEES
for weekly, monthly & online reporting |
| · |
RECEIVING
FEES
are only $6.00 per pallet. |
| · |
Non-palletized
(container)
receiving is $20.00 per hour, per employee |
| · |
This
is standard pricing for a standard project set up. More complicated
campaigns are subject to additional fees. |
Please
initial: CFI____JBM___
Client__________ Page 11 of 12
COMMERCIAL
SHIPPING PRICING
One-Time
Initial Set-Up Charges: $1,500.00-Includes:
Processing
Set-Up
| · |
Set-up
company, initial products, inventory &
reporting |
| · |
In-house
fulfillment inventory system |
E-Commerce
Set-Up
| · |
Design
and Host BL-LLC Commercial order page |
| · |
Programming,
Test data transmission |
Retailer
Set-Up
| · |
EDI
Set-up of (1) retailer |
Additional
Set-Up Fees:
| · |
Additional
Retailers:$750.00
each |
| · |
EDI
Mailboxes $250.00
each |
NOTE* All
set up fees are due at the time of signing the contract. Additional retailers
set up fees are due prior to shipping.
On-Going
Fees:
Fulfillment:
| A. Carton Contains 1-12 units, no re-packing is required | $3.00 per carton |
| b. Carton Contains 1-12 units, re-packing is required | $5.00 per carton |
| C. Carton Contains over 12 units, no re-packing is required | $4.00 per carton |
| D. Carton Contains over 12 units, re-packing is required | $6.00 per carton |
Miscellaneous
| A. Product Storage | $15.00 per pallet |
| B. Receiving pallets | $6.00 per pallet |
| C. Receiving non-palletized (container) | $19.50 per hour |
| D. Unit/Price labels | $0.25 |
| E. EDI Labels | $0.30 per label |
| F. Re-pack commercial returns | $3.00 per carton |
| G. EDI - Mailbox Maintenance | $100.00 per month |
EDI
Transaction Fees
| Acknowledge Purchase Order | $5.00ea. |
| Advanced Ship Notice | $5.00ez. |
| Invoice | $5.00ea. |
| Material & Third Party Charges | 15% |
| (Including, but not limited to : Freight & Supplies) |
Additional
Items
| A. Minimum per shipment | $15.00 |
| B. Xxxx of Lading | $15.00 |
| C. Packing Slip | $ 5.00 |
Please
initial: CFI____JBM___
Client__________ Page 12 of 12
