Vendor Purchasing Agreement

(Effective ______________________ mm/dd/year)

The Buyer in this Agreement is Lucky Vitamin Corporation, a Pennsylvania Corporation, located at 555 North Lane,
Suite 6050, Conshohocken, PA 19468;
The Vendor in this Agreement is: ___________________, a ___ corporation, located at ____________________.
Buyer and Vendor (individually a Party and collectively the Parties) agree as follows:
1. Purchase Order
Vendor must review and confirm all Purchase Orders. Any necessary changes must be confirmed by Buyer by fax or
e mail or Vendor will be held to all terms of Purchase Order including but not limited to pricing. Purchase Order
numbers must be referenced on all invoices, packing slips and bills of lading.
2. Invoicing
A separate invoice will be issued for each Purchase Order. If a Purchase Order is split into multiple shipments a
separate invoice is to be issued for each shipment.
3. Account Requirements
Invoices will be paid in a timely manner based on term arrangements (e.g. 2% 10, net 30), as set forth in the
applicable Purchase Order. Invoice dating will be determined based on receipt of invoice, or receipt of inventory,
whichever is latest.
4. Back Orders
POs will not be held for back ordered items. Vendor will communicate expected shipment date. Vendor will
communicate long term out of stocks as soon as they are recognized. This communication should not be in response
to a purchase but proactively communicated in order to allow Buyer to properly identify the out of stock to their
customers. Buyer reserves the right to request reimbursement for multiple shipments to customers due to out of
stock items that were not properly identified and communicated.
5. Shipments
Vendor will communicate any problems or delays in shipping. All POs shipped via truck line require a dock
appointment. Inbound hours of operation are Monday through Friday, 7:00 A.M. to 3:30 P.M. Please call
412-749-5522 to schedule appointments.
6. Product Packaging Requirements
Buyer does not accept orders packed with noodles or peanuts of any kind even recyclable material. Bubble wrap is
acceptable as well as air filled plastic air bags, and paper or cardboard. The following fines will be imposed after first
rd
warning and escalate with multiple infractions (after faxed warning, $5.00/Box, 2nd offense $10.00/Box, 3 &
remaining $25.00/Box) All fines will be debited from payments of corresponding order(s). A packing slip must
accompany each shipment. All case lot orders should be labeled indicating product name & seller, ID#, lot #,
expiration date, & quantity. Pallets of single items not to exceed 48 in height.
7. Product Quality Requirements
Products must have lot #, UPC Code, expiration date with a minimum of 1-yr life expectancy from date of receipt
(some food exceptions may exist). Inner and outer seals on creams and liquids should be intact where applicable.
8. Changes In Product Packaging
Vendor will communicate in advance of product shipment any changes to product including UPC codes, directions,
name changes, size or dosage strength changes, Ingredients, label artwork, and packaging (e.g. glass bottles,
pouches, etc.). Failure to properly communicate these changes may result in penalties. All costs associated with

Buyers customers returns of products not properly identified will be assessed and debited on future payments.
9. Price Changes
Vendor will provide a 60-day written notice of any policy or price changes (increases, decreases, discounts allowed,
MSRPs, MAP pricing, special sales, rebates or any other allowances that might apply. Vendor will also e mail an
excel spread sheet outlining any of these changes, including the full UPC code, description size and form of product
to merchandising@garyswow.com, and also notify the appropriate category manager via e-mail.
10. Brokerage Commissions
If a relationship with a new Vendor is formed either through Buyer directly contacting the Vendor or vice versa, Buyer
shall be set up as a national account or house account. Buyer will not agree to pay brokers commissions when the
broker did not actively play a role in forming the relationship and introduction of the brand. These commissions should
be directed towards Buyers price of goods or to other allowances better utilized to grow sales and help to establish a
successful relationship.
11. Certificate of Liability Insurance
Throughout the term of this Agreement, Vendor will maintain a comprehensive General/Product Liability (occurrence
or claims-made) policy for bodily injury and property damages in an amount no less than $1,000,000.00. Vendor will
provide a copy of its current Certificate of Liability insurance naming Buyer and its affiliates as additional insureds.
12. Overages
If Buyer, in its sole discretion, decides to keep overages of product shipped to it, Buyer will request an invoice for the
extra product. Otherwise, a call tag and/or a Return Authorization # with your shipping account number will be
requested. Product must be picked up within 2 weeks of request or it will be disposed of.
13. Shortages
Vendor will be notified via email of any shortages in shipment. A Vendor Charge Back (VCB) will be issued and the
invoice will be short paid.
14. Damages
A VCB will be issued on shipments with visible damage and the invoice will be short-paid. Vendor will be notified so
it may redeem losses through the freight carrier.
15. Hidden Damages
Items found damaged prior to shipping to Buyers customers will be logged and refunds /credits will be taken through
assigned Vendor contact. Buyers inventory control staff will notify Vendor via email or fax.
16. Customer Returns
Items returned by Buyers customers that cannot be resold will be logged and refunds/credits will be taken unless an
alternate agreement or spoilage allowance has been established & agreed upon by both Parties. Buyers Inventory
Control Staff will notify Vendor via email or fax.
17. Indemnification
Vendor agrees to defend, indemnify and hold Buyer, Buyers affiliates and their respective officers, directors,
shareholders, agents and representatives (collectively, "Indemnities") harmless from and against any loss, claim,
demand, liability, damage, suit, cost or expense, including attorneys' fees, suffered or incurred by Indemnities in
connection with (a) the failure of the products to conform in any respect to the representations and warranties
contained in any part of this Agreement, (b) the failure of the products to meet label claims, (iii) the promotion, sale,
purchase, resale, or use of the products or any litigation or threatened litigation based thereon, and (iv) all intellectual
property infringement and misappropriation claims based on the products. This indemnity and defense shall be in
addition to other remedies afforded to Buyer or Buyers affiliates at law or in equity. This indemnity and defense shall

survive acceptance of the products and payment therefore by Buyer.

18. Intellectual Property
Vendor expressly warrants that neither Vendor's actions in performing its duties hereunder, nor the products sold by
Vendor to Buyer hereunder, will violate or impair anyone else's intellectual property rights.
19. Limitation
IN NO EVENT SHALL BUYER BE LIABLE TO VENDOR UNDER THIS AGREEMENT (WHETHER IN TORT, IN
STRICT LIABILITY, IN CONTRACT, OR OTHERWISE) FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, EVEN IF BUYER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) AMOUNT THAT EXCEEDS THE
AGGREGATE FEES PAID BY BUYER TO VENDOR UNDER THIS AGREEMENT FOR THE IMMEDIATELY
PRECEDING SIX MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND
THESE LIMITS.
20. Severability
If any provision of these Terms shall be declared void or invalid by a court of competent jurisdiction, such void or
invalid provision shall not in any way impair all of the Terms, but the remaining provisions shall be construed as if not
containing the provision or provisions held to be void or invalid, and the rights and obligations of the Parties shall be
construed and enforced accordingly.
21. Assignments
These Terms shall not be assigned or transferred without the written consent of the other Party. Subject to said
provisions regarding assignment, these Terms shall extend to and bind the Parties and their respective successors
and permitted assigns.
22. Force Majeure
No Party shall be liable for any delay or failure to perform its obligations hereunder due to any strikes, lockouts,
secondary boycotts, labor organization stoppages and harassments, damages caused by fire, lightning, earthquake,
other natural disasters, or other casualty, and any other conditions beyond the control of such Party.
23. Term
This Agreement shall be in effect for one year from the Effective Date, indicated above; thereafter, the Agreement will
automatically renew on an annual basis. Either Party may terminate this Agreement at any time with or without cause
on 30 days advanced written notice.
24. Termination
If Vendor terminates this Agreement without cause, with full explanation required in writing, a penalty of $250.00 per
item will be charged back to Vendor in order to cover overhead for setup and slotting of items. All products remaining
must be picked up with a certified check for payment at full wholesale cost.
25. Miscellaneous
This Agreement (including all Purchase Orders) contains the entire agreement of the Parties relating to the subject
matter of this Agreement, and the Parties agree that this Agreement supersedes all prior written or oral agreements,
representations, and warranties relating to the subject matter of this Agreement. In the event of any conflict between
the terms of this Agreement and any Purchase Order, the terms of this Agreement shall control. No modification of
this Agreement shall be valid unless made in writing and signed by the Parties. The terms contained in Vendors
invoices, acknowledgments, or other writings are not binding on Buyer and are of no force or effect. The individuals
signing this Agreement each represents to the other that such individual has the full right and authority to enter into
this Agreement and to perform the obligations set forth in this Agreement of such Party. Sections 11, 17-19, and 25
shall survive termination of this Agreement. The waiver of a breach of any term or condition of this Agreement shall
not be deemed to constitute the waiver of any further breach of such term or condition or the waiver of any other term

or condition of this Agreement. This Agreement shall be interpreted, construed, and enforced in all respects in
accordance with the laws of the Commonwealth of Pennsylvania. Venue of any action relating to, or arising out of, this
Agreement shall lie exclusively in the courts located in Allegheny County, Pennsylvania.

The Parties hereto have read and agree to the terms as outlined in the above referenced document:

BUYER

VENDOR
*(must be hand signed or we cannot accept)

LUCKY VITAMIN CORPORATION

[INSERT VENDORS CORP NAME]

By:

By:

Name:

Name:

Title:

Title:

Date:

Date: