Strategic Sourcing Agreement & Purchase Order Terms

2.1 The term of this agreement is One (1) year. This agreement will automatically renew for successive one (1) year periods. This agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

3.1 Prices may not be increased more than once in each successive twelve (12) month period during the term of the agreement. Vendor must provide GMES with no less than sixty (60) days prior written notification of proposed price increases. GMES will not be subject to additional charges or fees including but not limited to minimum order fees, charges, or surcharges and will not be subject to minimum order quantities, except where deviated pricing is in effect.

3.2 Vendor agrees to complete GMES “Vendor Pricing Template” (Appendix A) or provide a Product Information Management (PIM) File in excel format. File will include but will not be limited to the information indicated in Appendix A where applicable. Appendix A will include one item per line; in the event an item has multiple sizes or extensions, each will be listed separately.

3.2a Any special, deviated or contract pricing shall be provided in the same Appendix A or PIM file format.

3.2b Vendor agrees to provide a NET WEIGHT for all products purchased by GMES. In the event a weight is not available, Vendor agrees to weigh individual items and provide NET WEIGHT to GMES.

3.3 Without invalidating this Agreement or any other document, GMES may, at any time prior to Vendor shipping unreceived quantities, cancel any unshipped quantities without penalty. 

4.1 The purpose of this policy is to establish guidelines for the payment of vendor invoices by GMES LLC. This policy ensures timely and accurate payment processing while maintaining transparency and accountability in our financial transactions.

4.2 This policy applies to all vendors and suppliers providing goods or services. It outlines the requirements for invoice submission, payment terms, and vendor statement reconciliation.

4.3 Vendor agrees to accept remittances via ACH. GMES agrees to send electronic remittance information.

4.4 GMES will process vendor invoices in accordance with the agreed-upon payment terms. These terms will be communicated to the vendor during the onboarding process or as per the existing vendor agreement. The invoice date shall be the GMES Receipt of Good Date (Receipt Date). The effective date for invoice Terms for undisputed invoices shall be the Receipt Date. GMES agrees to receive all goods within 24 hours of dock delivery.

If GMES fails to pay a correctly rendered invoice by the due date for payment, the Vendor reserves the right to charge interest on the amount outstanding from a time 15 days after the due date until payment is made at the rate of 12% per annum (1% monthly).

Vendor agrees to accept remittances via ACH. GMES agrees to send electronic remittance information.

4.5 Invoices received after 180 days of the receipt of goods or completion of services, and not included in the vendor statement, may not be processed for payment. GMES reserves the right to reject such invoices and will communicate any disputes or discrepancies to the vendor in a timely manner. To ensure all invoices are processed timely the vendor will, upon request, provide a statement to the Accounts Payable (AP) group of GMES. The statement should include all outstanding invoices and their respective dates. It is the vendor's responsibility to ensure that any invoices older than 180 days are clearly indicated on the statement.

4.6 In the event of a dispute regarding an invoice, GMES will notify the vendor promptly and work towards a resolution. In such cases, payment may be delayed until the dispute is resolved.

4.7 All payments made by GMES will comply with applicable laws, regulations, and internal control procedures. Vendors are expected to adhere to all legal and regulatory requirements related to invoicing and payment processing.

4.8 This policy will be reviewed periodically to ensure its effectiveness and compliance with changing business needs and regulations. Any necessary updates will be communicated to vendors in a timely manner.

By providing goods or services to GMES, vendors and suppliers acknowledge their understanding and agreement to comply with this invoice payment policy.

GMES reserves the right to modify or terminate this policy at any time without prior notice.

5.1 Vendor and GMES will transmit electronically standard business documents to each other, either directly or through a designated third-party system, including advance ship notices, invoices, purchase orders, and functional acknowledgments.

5.2 Vendor agrees to send GMES an itemized order acknowledgment for each purchase order submitted. Order acknowledgment will be sent within 24 hours and will include costs, back-ordered items, expected ship dates, and any substituted items.

6.1 Vendor agrees to ship Products to GMES locations, customers, distribution centers, and other applicable locations using the applicable freight terms in Schedule I. Vendor agrees to provide to GMES preferred lead times and shipping methods. Preferred lead times are not to exceed ten (10) business days except where otherwise agreed upon. Lead-time is defined as the time-period, in business days, between when a Vendor receives a Purchase Order from GMES and the ship date of the product.

6.2 Vendor agrees to provide FOB Destination delivery to all GMES current and future authorized warehouse locations and distribution centers, as requested by GMES.

7.1 GMES will advise Vendor in advance of the items, quantity and value of Product being returned. This shall be deemed a request for a Returned Goods Authorization (RGA). Vendor agrees to furnish RGA pursuant to the terms outlined in this Agreement. Vendor agrees to accept products returned by GMES meeting the following conditions: a) Product was purchased within one (1) year prior to request of RGA and b) product is in new, resalable condition and includes original packaging. Vendor agrees to furnish RGA within five (5) business days of request submitted by GMES. GMES shall be responsible for freight charges to deliver Product to the preferred facility of Vendor.

7.2a GMES does not agree to pay shipping costs where shipping error has occurred by fault of Vendor. Vendor agrees to waive restocking fees and offsetting order requirements where error has occurred by fault of Vendor. Vendor errors include, but are not limited to, over/under shipments, duplicate shipments, incorrect product, surplus product, incorrect address and drop ship errors.

7.2b GMES reserves the right to review its inventory position and return Product to Vendor for Product Cost reimbursement, without penalties or restocking fees. At GMES discretion, GMES may place an offsetting Purchase Order.

8.1 The Vendor shall notify GMES in writing of any decision to change or discontinue the manufacture of any Product no later than ninety (90) days prior to the effective date of the change. Following such notification, GMES shall have, as its sole and exclusive remedies, the right to: (a) cancel any undelivered purchase orders for the Product without liability, (b) submit purchase orders for a last buy quantity of the Product, or (c) return any or all unused inventory for credit or equivalent stock swap without penalty or liability.

9.1 Vendor has been advised and agrees that there is no additional mandatory use policy, except where previously stated in this Agreement, as Vendor must compete for GMES orders. Additionally, Vendor guarantees that at all times GMES will receive its industry best price on all products purchased. If Vendor agrees to provide any GMES competitor a lower price, Vendor agrees to immediately pass this price on to GMES. Additionally, any price offered to a GMES location will be available to all other GMES locations under similar terms and conditions.

10.1 Vendor agrees to work with GMES Marketing Department to develop a comprehensive marketing strategy within the first ninety (90) days of the effective date of this Agreement.

11.1 License: Vendor hereby grants to GMES a nonexclusive, non-royalty-bearing license (with right to sublicense) to use Vendor’s trademarks, service marks, trade names, product pictures, written and graphical content and similar rights relating to the Products (“Trademark Rights” and, generally, the “Trademarks”), and Vendor’s electronic and printed promotional materials, and any related content available from the Vendor, in connection with GMES marketing, promotion, sale, and distribution of Products pursuant to this Agreement both in print and electronic format. GMES shall use these materials in any way, except that its use shall be in accordance with Vendor’s written rules and policies of general application governing the acceptable usage of the Trademarks as from time to time modified by Vendor upon reasonable prior notice to GMES.

11.2 Ownership and Proprietary Rights: Vendor represents and warrants to GMES that its ownership of all Trademarks is absolute and that it has full rights to each of the Trademarks. GMES acknowledges and agrees that Vendor’s Trademarks are and shall remain the property of Vendor and that GMES shall not acquire (by virtue of this license, the use of the Trademarks, or otherwise) any rights therein except for the right to use the Trademarks as set forth in this section. If any party shall bring suit against GMES for the use of these Trademark materials, Vendor agrees to indemnify, and hold GMES harmless.

11.3 Rights Upon Bankruptcy of Vendor: All rights and licenses to use the Trademarks (and any other intellectual property or technical information used or useful in the use or sale of Products) granted by Vendor to GMES under this Agreement are, and shall otherwise be deemed to be, for purposes of 11 U.S.C. § 365, licenses of “intellectual property” as defined in 11 U.S.C. § 101(56). GMES, as a grantee and licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code with respect thereto.

11.4 Private Label: In the event of Termination, Product Discontinuance of Private Label Product, or Cessation of Purchasing of Private Label Product, GMES may elect to purchase at cost from Vendor any or all Private Label Product name plates, operating or instruction manuals, cartons, literature, dies, and other Private Label Materials. If GMES does not elect to purchase or request the return of all such Private Label Materials, then Vendor shall certify in writing to GMES within sixty (60) days of such Termination, discontinuance, or cessation that it has destroyed such Private Label Materials, and will not otherwise use, resell or modify any Private Label Products.

12.1 A Party shall not be responsible for any failure to fulfill any term or condition of the Agreement due to an event outside of its reasonable control. If such event continues for sixty (60) days or more, the non-affected Party may terminate the Agreement by written notice and without liability to the affected Party.

13.1 Vendor will not disclose any information gathered in their work with GMES to any third party without the written consent of GMES. The Vendor will take reasonable security precautions to safeguard GMES intellectual property and customer information.

13.2 Privacy: GMES owns all information concerning its customers. Vendor will use customer information only as needed to conduct the work they have been selected to do. Vendor will take reasonable steps to secure customer information and shall not disclose any customer information to third parties without the express written consent of GMES.

14.1 These restrictions hereto shall not apply to any information generally available to the public, obtained by a Vendor in good faith from a third party, independently developed by a Vendor without use of information provided by GMES, or required to be disclosed by law.

15.1 Arbitration: Any claims (including counterclaims and cross-claims which could otherwise be filed in a court of law) and disputes between the parties shall be resolved exclusively and solely by submission to binding arbitration held in Jefferson City, Missouri before a single neutral arbitrator with the American Arbitration Association (AAA) and in accordance with the Commercial Arbitration Rules and Procedures of the AAA then in effect. Each party shall bear its own costs (including attorneys’ fees) with respect to any such arbitration, and the cost of the arbitration and the fees charged by the AAA shall be shared equally by the parties. All statutes of limitations and conditions precedent periods which would normally apply to actions filed in a court of law shall hereby apply to any arbitration actions, matters, or filings.

15.2 Injunctive Relief: Notwithstanding any other provision of this Agreement, a party shall have the right to apply to a court having jurisdiction to seek injunctive or other nonmonetary relief, on either an interim or permanent basis, for any claim arising under or in connection with this Agreement.

15.3 Governing Law: The laws of the State of Missouri shall govern the construction and interpretation of this Agreement, without regard to any provision that would otherwise result in the application of the laws of any other state or jurisdiction (including conflicts of laws principles). The rights and obligations of the parties under this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereto expressly require this Agreement including all exhibits attached hereto and incorporated herein by reference to be written and interpreted in the English language.

16.1 Vendor shall at all times and at its sole expense maintain general liability coverage and product liability coverage with an A. M. Best "A-" or better-rated carrier, or other similarly-rated carrier for which GMES has given written consent. Vendor shall maintain an indicated coverage with an aggregate limit, which may include a sum of general liability and umbrella coverage, of not less than $10 million. Vendor will provide GMES with a certificate of insurance annually or when requested by GMES and 30 days prior to expiration. In no event shall the failure to provide proof of insurance be deemed a waiver by GMES of the insurance obligations of the Vendor.

16.2 The policy affording such coverage shall be endorsed to name GMES as an additional insured and to afford GMES not less than thirty (30) days prior written notice of any cancellation, termination, alteration, nonrenewal, or (10) days notice for non-payment. All insurance policies shall apply as primary to and non-contributory with any other insurance afforded to GMES. The policy must provide a waiver of subrogation. The additional insured and waiver of subrogation should extend, as permitted by law, to include GMES, its affiliates, directors, officers, employees and agents.

17.1 Vendor will indemnify, defend, and hold GMES and its members, owners, officers, directors, employees, and agents and their respective successors and assigns harmless from and against all damages actually suffered, incurred, or realized by GMES caused by, arising out of, or resulting from: (a) any misrepresentation, breach of warranty, or breach or default of any covenant or agreement made or undertaken by Vendor in this Agreement; and (b) injuries or damages of whatsoever kind, or by whomsoever caused, to any person or entity or the property of any person or entity caused by, arising out of, or resulting from Vendors sale or other use of any of the Products, or activities undertaken by Vendor in connection with this Agreement, except for injuries or damages that are proved to have been directly caused by or resulting from a breach by GMES. These obligations will survive the termination of this Agreement.

18.1 Vendor warrants that all products sold to GMES will conform in all respects to descriptions, drawings, instructions, samples, or other Specifications and will be fit and sufficient for the purpose intended; all Products will be fully functional and operational, merchantable, of good material and workmanship, and free from defective design, material, and faulty workmanship, and will comply with all applicable engineering and safety standards and requirements. GMES may either return for full credit or refund, or require prompt correction or replacement of defective or nonconforming Products, or any part thereof. Return to Vendor of any defective or nonconforming Products and delivery to GMES or its customer of any corrected or replaced Products are at Vendor's sole expense and risk. The freight costs for all Products returned to Vendor shall be paid by Vendor. Vendor shall prepay freight charges on replacement Products. Defective or nonconforming Products shall not be corrected or replaced unless specified on GMES's written instructions. VENDOR ACKNOWLEDGES THAT GMES IS NOT A MANUFACTURER OF GOODS, AND THAT GMES MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY GOOD (INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTYS' INTELLECTUAL PROPERTY RIGHTS) OTHER THAN WARRANTY OF TITLE. VENDOR AGREES TO ASSIGN ALL WARRANTIES PROVIDED TO GMES' CUSTOMERS, AND TO THE EXTENT LEGALLY PERMISSIBLE, ALL OTHER INDEMNITIES MADE TO GMES BY VENDOR.