e-commerce Fulfillment Agreement by bobzepfel

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Agreement between supplier and online retailer for e-commerce Fulfillment

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									                        E COMMERCE FULFILLMENT AGREEMENT

       This Agreement, dated this __ day of _______________, is between
       (“Retailer”) and                           . (“Supplier”).

                                            RECITALS

         A.     Supplier and Retailer previously entered into an arrangement under which
Supplier manufactures certain                                         (the “Products”) for Retailer
to sell under the Retailer label.

       C.      Supplier desires to provide order fulfillment to Retailer for its online store (the
“Store”).

                                          AGREEMENT

      For good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.       Software Developer Agreement. This Agreement shall be conditioned upon and subject
to the terms of the existing agreement between Retailer and Supplier in substantially the form
attached to this Agreement.

2.      Retailer Warehouse. (a) Supplier shall establish a warehouse to handle the fulfillment of
orders received by the Store. The warehouse shall initially be located at
        , in a current Supplier warehouse facility. Supplier shall use its best efforts to accomplish
the move of the warehouse without any interruption of service under this Agreement; any costs or
expenses incurred by Supplier or Retailer as a result of the move shall be borne by Supplier.
Supplier shall reserve for exclusive use by Retailer a separate portion of the facility, which shall
be segregated from the remainder of the facility by fencing, partitions, or similar means as
Supplier deems reasonably appropriate. Such area (referred to herein as the “Warehouse”) shall
include such shelf space as may be reasonably necessary to store an inventory of the Products and
such other items as Retailer may elect to sell in the Store (collectively, “Inventory”) in sufficient
quantity to fill orders promptly after such are received through the store.

        (b)      Supplier shall provide one or more Supplier employees who shall (i) be available
for and participate in such training as the software develop (the “Developer”) provides on the
operation of the Software, (ii) print orders received through the Store on a dedicated terminal and
printer to be supplied by Software Developer or Retailer, (iii) pull all orders, Products and other
items to fill each order as such is received, (iv) pack and arrange for shipping of the order in
accordance with the instructions received by the Store.

        (c)    All orders shall be packed and shipped within 24 hours of receipt, other than for
delays caused by shortages of ordered items other than Product and causes beyond Supplier’s
control, such as shipper strikes.
        (d)      Retailer or Software Developer shall supply to Supplier the specifications for a
printer and computer terminal necessary for receipt of orders from the Store. The printer shall be
provided free of charge by Software Developer, and shall be returned to Retailer, at Retailer’s
instruction, at the termination of this agreement. Supplier shall install the equipment at the
Warehouse per Software Developer’s instructions, and shall use its best efforts to provide
uninterrupted Internet access as its cost. Software Developer shall install the necessary software
on the equipment at the Warehouse.

        (e)     Supplier shall receive and promptly and properly store all Inventory shipped to
Supplier by Retailer or its vendors for fulfillment of orders through the Store. All
								
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