EXHIBIT 10.1
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BUSINESS SERVICES AGREEMENT
This Business Services Agreement is executed this 8th day of January,
2001, by and between Apparel Concepts International with principal offices at
000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, XX, (ACI), and TradeQwest Incorporated with
its principal offices at 000 Xxxxx Xxx Xxxxxx, Xxxxxxxxx Xxxxxxxxxx 00000
(Tradeqwest).
TradeQwest has secured contracts with numerous apparel manufacturers
that conduct marketplace activities in the United States. Until it is fully
funded, TradeQwest authorizes ACI act as its agent for in the fulfillment of
these contracts. These services include but are not limited to product sourcing,
manufacturing, and supply chain management functions. The purpose of this
Agreement is to set forth the conditions, terms and responsibilities of each
party.
1. SUMMARY OF SERVICES TO BE PROVIDED BY ACI
Delivery
TRADEQWEST ACCEPTS RESPONSIBILITY FOR ALL MERCHANDISE - F.O.B., HONG KONG.
Global Sourcing
ACI will use its extensive network of factories and suppliers worldwide to
provide manufacturing services. On behalf of the TradeQwest and subject to
mutual agreement on the Purchase Price of the specified products, ACI will
purchase the said products on behalf of TradeQwest who will then sell those
products to its apparel company customers.
Placing Orders
ACI will place orders with factories and suppliers overseas or domestic, at the
direction of TradeQwest management.
Import Services (Responsibility of ACI for payment unless specified below)
o Documentation Management Control
o Compliance and Transaction Validation
o Electronic Entry Preparation, Filing and Release
o Pre-Arrival and Overtime Clearances
o Cargo Coordination
o Electronic Duty Payment
o On-Line Shipment Tracking and Reporting
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o Landed Cost Computation
o U.S. Customs Bonds and Cargo Insurance
o Duty Drawback
Customs Administration Documentation
o Binding Ruling Requests
o Pre-Classification of Product Lines
o Protest Filing and Tracking
o Refund Claims
o Quota and Visa Information
o Country of Origin Determination
1.A ADDITIONAL SERVICES
Warehouse Facility Management
ACI will use advanced warehouse management technology in its warehouse,
utilizing data transfers from scanners, carton scanning for immediate inventory
entry, bar-coded tickets for received inventory real time control over entire
inventory process and all receiving, production, and shipping functions.
Order Management and Distribution
ACI will provide the following service if requested.
o EDI (Electronic Data Interchange).
o Style/color/size matrix with unlimited style set-ups available
o Order allocation module allowing multiple store entry and
allocations minutes
o Order Detail and Summary Reports
o Delivery Schedules
o Pick Tickets
o SKU cross reference
o Master Customer List
Financial Services
Management Accounting of:
o Accounts Payable. ACI will make all payments to outside vendors,
agents, shippers, factories or any other third party firms with
which it contracts for the fulfillment of these services.
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o Accounts Receivable and Collections. ACI will collect from
TradeQwest's customers all sums owed for the fulfillment of
services as described above.
o Sales Tracking. ACI will track all sales including direct
shipments from the country of origin direct to the customer's
purchaser, as well as those goods that are received into ACI
warehouses and shipped at a later time.
o Reports. ACI will produce monthly reports summarizing AP, AR,
Sales, Shipments, and Inventory.
2. TERM OF AGREEMENT AND INDEMNITY
This agreement shall become effective upon its execution and delivery
by both parties and upon fulfillment, to the satisfaction of Tradeqwest, of the
conditions set forth xxxxx, and shall continue in full force and effect until
such time that either party notifies the other of the contrary. Not withstanding
the foregoing, Tradeqwest may terminate this Agreement at any time without
notice. Not withstanding the foregoing, The Company may terminate this Agreement
at any time without notice.
"DEFAULT" is defined as the occurrence of any of the following events:
(a) nonpayment by the Company when due of any amount payable on any of the
obligations or failure to perform any agreement or meet any obligation of the
company contained xxxxx, in any other agreement with Tradeqwest, or in any
agreement out of which any of the obligations arose; (b) default by the Company
in repayment when due of any indebtedness now or hereafter owed for services
rendered; (c) any representation or warranty of the Company made orally or in
writing made to Tradeqwest that is untrue or inaccurate in any material respect;
(d) Suspension of the operation of the Company's present business; (e) unable to
pay debts as they mature; (e) sale, transfer or exchange of controlling stock
interest; (f) Tradqwest in good xxxxx xxxxx the prospect of the Company's
payment or performance of the obligations to have been impaired.
The Company shall indemnify and hold Tradeqwest harmless from and
against all claims, losses, costs and expenses claimed by the Company's
customers in connection with receivables. This indemnity shall survive
termination of this Agreement.
3. COMPANY ACCOUNT AND MONTHLY STATEMENTS
All transactions between Tradeqwest and ACI will be recorded in an
account (the "Relationship Summary Account"). A monthly statement with respect
to the Relationship Summary Account shall be furnished to TradeQwest after the
end of each month. Each such monthly statement and other accounting which
Tradeqwest renders services to the Company, shall be deemed accepted and binding
upon TradeQwest unless ACI receives written notice of any exception thereto
within thirty (30) days of the date of statement. The key management reports to
be supplied by ACI to TradeQwest are (a) Work in Process (b) In-Transit (c)
Stock on Hand (d) Open to Sell (Stock + Work in Process - Orders) (e) Immediate
Open to Sell (Stock - Orders) (f) Accounts Payable (g) Accounts Receivable (h)
Profit and Loss Statement (i) Balance Sheet.
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Further reporting including daily or weekly reports can be added or
subtracted according to TradeQwest's requirements. .
4. FEE STRUCTURE FOR SPECIAL SERVICES -
Shipping and Customs Administration
Inbound Shipping and Logistics $250.00 (Per 40 foot Container)
Inbound Shipping and Logistics $150.00 (Per 20 foot Container)
Customs Entry Service $150.00 (Per Document)
Messengers to Customs $20.00 (Per Delivery)
Additional Classifications $3.50 (Each Additional Category)
Coordination of Customs Examination $25.00 (Per Occurrence)
Service Charge for Customs Advance 1.5% (Per Month)
Warehouse Management, Order Management and Distribution Cost Schedule
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DESCRIPTION OF SERVICE COST MEASURE
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Warehouse Handling In $0.20 Per Cubic Foot
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Warehouse Handling Out $0.20 Per Cubic Foot
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Warehouse Storage (Monthly) $0.20 Per Cubic Foot
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Unloading $0.05 Per Cubic Foot
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Loading Out $0.05 Per Cubic Foot
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Sort and Segregate $0.02 Per Cubic Foot
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Labeling (If Tradeqwest Supplies) $0.18 Per Label
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Labeling (If Customer Supplies) $0.08 Per Label
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Xxxx of Lading $5.00 Each
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Packing List (If Tradqwest Supplies) $2.00 Each
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Packing List (If Customer Supplies) $0.35 Each
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Pick and Pack Labor $0.25 Per Item
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Ticket Changes $0.34 Per Item
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Add Tickets $0.25 Per Item
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Flat Pack to Hangers $0.15 Per Item
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Hanger Cost Varies Depends on Item Cost
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Carton Cost Varies Depends on Item Cost
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The above-mentioned Fee Schedule will vary depending on the requirements of the
customer and the agreed upon services. This Fee structure should be used as a
guideline only, as costs may vary.
Management Fees
ACI will be paid a Management Fee equal to five per-cent (5%) of the merchandise
purchased while acting as agent for TradeQwest. This amount will be paid as a
discount of 5% off of the monthly invoices for the merchandise purchased.
5. CONTRACTS PRECEDING INCORPORATION OF TRADEQWEST
TradeQwest herein ratifies the orders placed in December, 2000, by ACI acting as
its agent prior to the official date of incorporation of TradeQwest in Delaware
on January 8, 2001. TradeQwest retroactively assumes responsibility for those
contracts according to the same terms and conditions that are contained in this
Agreement.
6. INSURANCE
ACI will add TradeQwest as an additional "loss-payee" on all insurance policies
covering its warehouse and general business operations. Xxxx Xxxxxxxxxx xxxxxxx,
Xxxxxxxxxx will assume all pertinent insurance policies to operate its business.
7. USE OF FACILITIES
TradeQwest is hereby granted the right to utilize the facilities and equipment
of ACI as per the "Equipment Purchase Agreement"
This agreement shall be governed by the laws of the State of California
applicable to contracts executed in and to be performed wholly within the State
of California.
In witness whereof, the parties hereto have executed this agreement on
the date set forth above.
Apparel Concepts, Inc. TradeQwest Incorporated
By: _____________________________ By: _____________________________
Title: ____________________________ Title: ____________________________
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