Salvage Merchandise Sales Agreement
This agreement is made and entered into this Monday 06th of June 2005 11:19:54 AM between ___________________
_________________________________________ (Company) and Beaufort Liquidation Inc , BLC Inc, or ReturnClub.Com
all of these being South Carolina corporations..
Whereas, from time to time ClubReturns.Com has merchandise for sale that is closeout, damaged or customer returned
goods (Merchandise), and whereas, Company is a (salvage company in the business of purchasing/broker in the business
of brokering) such Merchandise,
Now, therefore, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:
1. Purchase: ClubReturns.Com agrees to sell and Company agrees to purchase Merchandise as it may
2. Non-Exclusive: Company acknowledges and agrees that the sale of Merchandise by
ClubReturns.Com is on a non-exclusive basis. Company further acknowledges and agrees that
ClubReturns.Com is not guaranteeing a minimum quantity, percentage of product mix or a
continuous flow of Merchandise to Company.
3. Title and Ownership: ClubReturns.Com warrants good title and ownership to the merchandise
sold to Company hereunder.
4. Warranties and Risk of Loss: ClubReturns.Com MAKES NO WARRANTIES AND SPECIFICALLY
DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED (except as stated in # 3 above) AS TO THE
MERCHANDISE OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NO IMPLIED
WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS
GIVEN BY ClubReturns.Com OR SHALL ARISE BY OR IN CONNECTION WITH THIS AGREEMENT
AND/OR COMPANY'S CONDUCT IN RELATION THERETO OR TO EACH OTHER AND IN NO EVENT
SHALL ClubReturns.Com BE LIABLE ON ANY SUCH WARRANTY WITH RESPECT TO ANY
MERCHANDISE. Company accepts all Merchandise sold to it in accordance with this Agreement on
an "AS IS" basis. Title and risk of loss will pass to Company upon pickup at ClubReturns.Com’s
vendor location. ClubReturns.Com will, as an accommodation to Company, if directed in writing,
ship Merchandise to Company, at its address shown on the face of the Agreement (or as otherwise
directed to an authorized defacing facility) freight collect at Company risk and expense.
5. Valuation and Payment: Company shall pay to ClubReturns.Com the agreed upon pricing for each
shipment. Payments will be made, in advance, by wire transfer or other method acceptable to
6. Packing and Claims: The Merchandise shall be packed/palletized prior to shipping product to
Company. ClubReturns.Com will provide an itemized Bill of Lading, Freight Bill or Packing List to the
carrier & a manifest or other receipt itemizing the quantity & description of all Merchandise released
to Company (Shipper Load and Count documents). Company agrees to Shipper Load and Count
documents as submitted by the clubs. NO CLAIMS AGAINST ClubReturns.Com WILL BE SUBMITTED
BY COMPANY OR PAID BY ClubReturns.Com. VALUATION OF GOODS HEREUNDER IS BASED IN
PART ON THE PARTIES KNOWLEDGE AND ACCEPTANCE OF THIS ?NO CLAIMS? POLICY. FAILURE OF
COMPANY TO ABIDE BY THIS POLICY MAY RESULT IN TERMINATION OF THIS AGREEMENT BY
7. Conditions of Resale: Company shall not identify ClubReturns.Com’s vendor/supplier or any of its
affiliates, divisions or parent company's as the source of Merchandise purchased under this
Agreement. Neither will Company use ClubReturns.Com’s vendor/supplier or any related affiliate,
division or parents name in any signing or advertising of the Merchandise or make reference to a
membership warehouse or club as the source of the Merchandise. Advertising of any kind that
indicates specific brands is expressly prohibited. If Company is found complicit in any prohibited
advertising then Company agrees to pay any fine that is or may be imposed on ClubReturns.Com.
8. Removal of Identifying Marks: Immediately upon receipt of the Merchandise, Company shall
remove or completely deface any & all identifying marks, including but not limited to tags, bar
code labels and price stickers, that in any way identify Sam's or any of its affiliates, divisions or
parent company or that reference any trademarks or service marks owned or licensed by them.
Further, Company shall deface all products sold by ClubReturns.Com as directed in the Defacing
Program section of this website. Company shall not resale or cause to be resold any Merchandise
that has not had all of the identifying marks as described above and in the Defacing Program
section of the website, removed or defaced. This section applies to all merchandise purchased
hereunder including merchandise to be resold outside of the United States. Not withstanding the
aforementioned directions, Company understands that MEMBER'S MARK, SAM'S CLUB, and
BAKERS&CHEFS merchandise is under no circumstance to be sold or salvaged. In the event
Company should receive any of this merchandise, ClubReturns.Com must be notified for disposition
and destruction instructions. The failure to remove or cause to be removed such identifying marks
shall be considered a breach of this Agreement, and subject you to possible legal action including
possible fines up to $1,000.00 per occurrence. ClubReturns.Com may add to or change this list of
brand names and the list of brand names listed in the Defacing Program section of this website any
time, at its sole discretion. By signing this Agreement, Company expressly agrees to any and all
defacing requirements outlined in the Defacing Program section of this website.
9. Resale Facilities: Company agrees that the Merchandise will not be resold from any retail facility
within a 5-mile radius of a Sam's Club existing and in operation as of the date of execution of this
Agreement. Company is solely responsible for insuring that company and its customers meet the
requirements of this Section 9.
10. Inspections: Company shall permit Sam's/ ClubReturns.Com and/or its designated agent to
conduct scheduled and/or unscheduled & unannounced inspections of Company's resale and
defacing facilities for the purpose of insuring compliance with this Agreement.
11. Term: This Agreement shall begin as of the date this Agreement is signed and continue in effect for
a period of twelve months thereafter. Either party may terminate the Agreement immediately for
cause or without cause by giving written notice to the other party. If written notice is not given by
either party, this Agreement shall automatically and continually renew for another twelve (12)
month term bound by all terms and conditions herein.
12. Indemnity: Company shall defend, hold harmless and indemnify ClubReturns.Com, its parent
company (BLC Inc.), subsidiaries (Beaufort Liquidation), affiliates (National Freight Recovery),
divisions, officers, directors and employees from and against any and all claims, actions, Liabilities,
losses, costs and expenses including attorney fees even if such claims are groundless, fraudulent or
false arising out of the sale and/or resale of Merchandise. Company will not sell any Merchandise in
any country in violation of U.S. law or in any locale in violation of local, state or federal law.
Company will defend and indemnify ClubReturns.Com in the event of a breach of this provision.
13. Insurance: Company shall keep in full force and effect at all times during the term of this
Agreement with a company acceptable to ClubReturns.Com the following minimum coverage's:
A. Workers Compensation & Employer Liability coverage as required by law, and
B. Commercial General Liability coverage on an occurrence basis with a general aggregate
limit per occurrence of not less than $2,000,000. Each policy shall name ClubReturns.Com
as an additional insured and shall contain a provision that such policy may not be cancelled
or the coverage reduced below the requirements of this Agreement without first giving at
least 15 days written notice to ClubReturns.Com. Company shall provide evidence
satisfactory to ClubReturns.Com of the existence of this insurance in compliance with the
terms of this Agreement.
14. Limitation of Liability: The maximum liability, if any, of ClubReturns.Com for all direct damages,
including without limitation, contract damages and damages for injuries to person or property
whether arising from ClubReturns.Com breach of this Agreement, breach of warranty, negligence,
strict liability or other tort or otherwise with respect to the Merchandise is limited to an amount not
to exceed the price of the particular Merchandise. In no event shall ClubReturns.Com be liable to
Company for any indirect, incidental, consequential or special damages including without limitation
lost revenues and profits even if it has been advised of the possibility of such damages. The right to
recover damages within the limitations specified is Company's exclusive alternative remedy in the
event that any other contractual remedy fails of its essential purpose.
15. Independent Contractors: The relationship between the parties is that of independent
contractors. The parties are business entities dealing with each other at arm's length. Neither party
has and neither party shall seek to exercise any control or the right of control over the employees of
the other party. Each party shall be solely responsible for the hiring, firing, promotions, demotions,
rates of pay, benefits and other terms and conditions in regard to their own employees.
16. Logistics and Freight: ClubReturns.Com maintains the right to dispatch and coordinate any and all
freight pertaining to all shipments regardless of who pays the freight charges. ClubReturns.Com will
arrange the shipping times and dispatch the trucks or rail cars, as the case may be, for the benefit
of Company. ClubReturns.Com will provide its best efforts to obtain the best available freight rates.
17. Assignment: Company shall not assign this Agreement without the prior written consent of
ClubReturns.Com, which may be given or withheld in ClubReturns.Com’s sole and absolute
18. Modification: The terms of this Agreement can only be modified or amended by a written
agreement signed by an officer of each party.
19. Non-Disclosure: Neither party shall use (except to fulfill the purposes of this Agreement), disclose,
communicate, divulge, deliver, release or permit the release to any person or entity any
Confidential Information (as hereinafter defined) of the other party ("Disclosing Party") directly or
indirectly except as approved by the Disclosing party in writing. Confidential Information shall mean
any and all business, technical, pricing or financial information, including but not limited to this
Agreement and information related to the overall liquidation program of ClubReturns.Com. Your
pricing may not be shared with anyone.
20. Sub-Contractors: In the event Company subcontracts with a third party for processing or resale,
Company hereby agrees that such third parties will be bound by the terms and conditions of this
Agreement as evidenced by a signed Agreement with the subcontractor. In no event will
ClubReturns.Com be liable to such third parties for any breach of the agreement between Company
and the third party. Company shall submit a list of such sub-contractors to ClubReturns.Com upon
request and shall update the list on at least a yearly basis.
21. Covenant Not to Compete: Company agrees during the term of this agreement, and for a period
of not less than 90 days from the expiration or termination of this agreement, not to purchase or
solicit to purchase any liquidation or salvage merchandise directly from any of ClubReturns.Com’s
22. Legal Fees: In the event litigation or arbitration becomes necessary to resolve any or all of this
Agreement, the prevailing party in such action will be entitled to recover legal fees, expenses, and
costs in addition to court awards.
23. Notice: All notices and other communications required or permitted under this Agreement shall be
in writing delivered by hand, commercial courier or certified mail, return receipt requested
addressed as follows.
If to ClubReturns.Com If to Company
1210 Ribaut Rd Name:
Beaufort South Carolina. Address:
29902 ATTN: Owner
25. Waiver: If either party fails to give notice or enforce any right under this Agreement, such failure
shall not constitute a waiver of the same, unless reduced to writing and signed by the waiving
party. If a party waives its right in writing, such waiver shall not constitute a waiver of any other
right or of a subsequent violation of the same right the violation of which had been previously
26. Governing Law: The Parties mutually acknowledge and agree that this Agreement shall be
construed and enforced in accordance with the laws of the State of South Carolina. The Parties
mutually consent and submit to the jurisdiction of the federal or state courts of the County of
Beaufort South Carolina.
27. Entire Agreement: This Agreement constitutes the full understanding of the parties, a complete
allocation of risks between them and a complete and exclusive statement of the terms and
conditions of their agreement; and all prior agreements, negotiations, dealings and understandings
whether written or oral, regarding the subject matter hereof, are superseded by this Agreement.
Company: BLC INC. & ClubReturns.Com Company: