| AGREEMENT FOR THE OEM SALE OF GOODS |
>agreement
This Agreement for the OEM Sale of Goods ("Agreement"), is made and effective from the date
signed below, by and between DanceShoesOnline.com an Illinois Corporation of U.S.A.
("Manufacturer or Seller") and the undersigned, as a("Buyer").
Manufacturer desires to sell to Buyer, and Buyer desires to purchase from Manufacturer, Terms and
conditions are as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto
agree as follows:
1. Sale
Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the following
tangible personal property (the "Goods"): Dance Shoes, Ballroom Dance Shoes and Dancewear.
2. Prices, Discounts, Delivery and label
A. All sales of Manufacturer's Products to Seller shall be made pursuant to this Agreement at
Manufacturer’s retail prices listed on its online store namely “DanceShoesOnline.com”, less Buyer’s
discounts which will be based on the total units of Manufacturer’s Products in Buyer’s purchase
order, as follows:
Dance Shoes: 1st Time
Annual Purchase Discount Minimum Purchase
$12,000.00 45% $12,000.00
$15,000.00 46% $15,000.00
$18,000.00 47% $18,000.00
$21,000.00 48% $21,000.00
$24,000.00 49% $24,000.00
$27,000.00 50% $27,000.00
Dancewear: N/C
B. The above calculations are on the annual basis started from buyer's first purchase. Manufacturer
shall issue an eletronic code (OEM Distributor Code) to Buyer. A code discount shall be subject to
the estimate of sales annually approved by Manufacturer. Manufacturer shall issue the code to Buyer
anually on the beginning dates of each year. The code expires on the end day of each year.
Performance shall be prorated based on the day the agreement becomes valid. Manufacturer shall
not be required to fill any Buyer's order of less than 50 units of Manufacturer's Product. Any such order
should be placed by Buyer through Manufacturer’s online payment system. Code discount
shall be revised subject to previous year's performance of a Buyer.
C. All prices are FOB Manufacturer's plant. Buyer shall bear all costs, insurance premiums, freight
and all other charges or expenses incurred after Manufacturer has placed the products in the custody
of a carrier at the place of shipment to Buyer.
D. Manufacturer agrees to properly pack all items for shipment. Risk of loss due to damage or
destruction of Manufacturer's Products shall be borne by Buyer after delivery to the carrier for
shipment. The carrier will be selected by Manufacturer unless Buyer requests a reasonable
alternative.
E. Buyer will provide the label with appropriate design; Manufacturer will produce shoes with the
provided label subject to the manufactuer's approval.
3. Payment.
A. Buyer shall first pay 30% deposit for any order for Manufacturer’s Products prior to or at the time of
acceptance by Manufacturer of such order; with the remaining balance of 70% payable upon receipt
of notice or invoice by Manufacturer that the Manufacturer’s Products are ready to be delivered to the
carrier for shipment to Buyer (This term is only for a Buyer who orders over 500 pairs of shoes each
time with additional approval by Manufacturer).
.
B. All payments hereunder shall be made by check or money order or any payment method indicated
by Manufacturer, payable to Manufacturer and sent to its address as provided hereinafter; or by wire
transfer to Manufacturer’s bank as follows:
Bank: LaSalle Bank, Lisle.
Bank Address: 4733 Main Street, Lisle, IL 60532 USA
A/C Name: DanceShoesOnline.com.
A/C Informations:
Routing: provide as requested
Account No: provide as requested
You can choose PayPal, and pay online. If payments are made by check, the Buyer’s order will not be
filled until the check has been cleared.
C. Buyer shall pay all charges due hereunder within seven (7) days after the date of Manufacturer's
invoice. Payment shall be made as shown on the invoice. Manufacturer may impose a late payment
charge of three percent (3%) per month on overdue amounts.
4. Order Acceptance, Processing and Returns.
A. All orders are subject to acceptance by Manufacturer. Manufacturer shall not be bound by any order
placed by Buyer until such order has been accepted by Manufacturer. Manufacturer reserves the right
to cancel any order or any part of it after acceptance, for credit or any other reason whatsoever
deemed by Manufacturer to be sufficient or necessary.
B. Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all
aspects of the dealings between Manufacturer and Buyer with respect to the Manufacturer's Products
and any additional or different terms in any Buyer order are hereby rejected. If any terms or conditions
in any Buyer order are inconsistent with the terms of this Agreement, such inconsistent order terms
or conditions shall be null and void and shall not be binding on Manufacturer notwithstanding the
acceptance of such order by Manufacturer.
C. Manufacturer will employ its best efforts to fill Buyer's orders promptly on acceptance, but reserves
the right to allot available inventories among distributors at its discretion.
D. Except for Manufacturer's products that are defective at the time of sales to Buyer, Manufacturer
shall not be obligated to accept any Manufacturer's Products that are returned. Buyer shall not return
any Manufacturer’s Products without prior written acceptance of Manufacturer for such return.] In the
event such returns are accepted, Manufacturer may impose a reasonable restocking charge.
5. Shipping, Right of Inspection.
Seller shall deliver the goods to a shipper (selected by Buyer) as follows: China Post Office’s
Express Mail Service (EMS) located at Huiyang, Guangdong, China. Buyer shall be solely
responsible for the expenses associated with shipping. The risk of loss from any casualty to the
Goods, regardless of the cause, shall be upon Buyer upon the delivery of the Goods to Buyer's
shipper as set forth herein. When practicable, Seller will follow Buyer's requested shipping
instructions. If none are requested, Seller will use its discretion in selecting an appropriate
transportation method.
Buyer shall have the right to inspect the goods on arrival at Buyer's facility. Within 3 workings days
after delivery, Buyer must give notice to Seller of any claim with respect to the condition, quality or
grade of the Goods or non-conformance to this Agreement, specifying the basis of the claim in
detail. Seller may, at its option inspect the Goods at Buyer's facilities to confirm that the Goods do not
conform. Failure of Buyer to comply with these conditions within the time set forth herein shall
constitute irrevocable acceptance of the Goods by Buyer. In the event the Goods do not conform to
this Agreement, Buyer's sole remedy and Seller's sole obligation shall be at Seller's option to replace
the Goods at Seller's expense or credit Buyer the amount of the purchase price for the non-
conforming goods. Return shipping shall be the responsibility of Seller.
6. Identification of Goods.
Identification of the Goods shall not be deemed to have been made until both Buyer and Seller have
specified that the Goods are to be appropriated to the performance of this Agreement.
7. Warranty.
EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY TO BUYER WITH RESPECT TO
THE GOODS, AND BUYER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
8. Transfer of Title.
Title to and ownership of the goods shall not pass from Seller to Buyer until Buyer has paid in full the
purchase price to Seller.
9. Limitation of Liability.
In no event shall Seller be liable for any special, indirect, incidental or consequential damages
arising out of or connected with this Agreement or the Goods, regardless of whether a claim is based
on contract, tort, strict liability or otherwise, nor shall Buyer's damages exceed the amount of the
purchase price of the Goods.
10. Taxes.
Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise or other tax imposed or
levied with respect to the payment of the purchase price for the Goods or the conveyance of title in the
Goods to Buyer. In no event shall Buyer be responsible for any tax imposed upon Seller based upon
Seller's income or for the privilege of doing business.
11. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be
given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to Seller:
DanceShoesOnline.com
3304 Lawrence Dr.,
Naperville, IL60564, USA
If to Buyer:
(same as information filled in the application form)
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Illinois,
USA.
13. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject
matter hereof. This Agreement may be modified only by a further writing that is duly executed by both
parties.
14. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.
15. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
16. Signed by Buyer
The Sign-up Form and the form below is part of the agreement, please check on it to indicate that
you have read and agreed this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.
signed below, by and between DanceShoesOnline.com an Illinois Corporation of U.S.A.
("Manufacturer or Seller") and the undersigned, as a("Buyer").
Manufacturer desires to sell to Buyer, and Buyer desires to purchase from Manufacturer, Terms and
conditions are as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto
agree as follows:
1. Sale
Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the following
tangible personal property (the "Goods"): Dance Shoes, Ballroom Dance Shoes and Dancewear.
2. Prices, Discounts, Delivery and label
A. All sales of Manufacturer's Products to Seller shall be made pursuant to this Agreement at
Manufacturer’s retail prices listed on its online store namely “DanceShoesOnline.com”, less Buyer’s
discounts which will be based on the total units of Manufacturer’s Products in Buyer’s purchase
order, as follows:
Dance Shoes: 1st Time
Annual Purchase Discount Minimum Purchase
$12,000.00 45% $12,000.00
$15,000.00 46% $15,000.00
$18,000.00 47% $18,000.00
$21,000.00 48% $21,000.00
$24,000.00 49% $24,000.00
$27,000.00 50% $27,000.00
Dancewear: N/C
B. The above calculations are on the annual basis started from buyer's first purchase. Manufacturer
shall issue an eletronic code (OEM Distributor Code) to Buyer. A code discount shall be subject to
the estimate of sales annually approved by Manufacturer. Manufacturer shall issue the code to Buyer
anually on the beginning dates of each year. The code expires on the end day of each year.
Performance shall be prorated based on the day the agreement becomes valid. Manufacturer shall
not be required to fill any Buyer's order of less than 50 units of Manufacturer's Product. Any such order
should be placed by Buyer through Manufacturer’s online payment system. Code discount
shall be revised subject to previous year's performance of a Buyer.
C. All prices are FOB Manufacturer's plant. Buyer shall bear all costs, insurance premiums, freight
and all other charges or expenses incurred after Manufacturer has placed the products in the custody
of a carrier at the place of shipment to Buyer.
D. Manufacturer agrees to properly pack all items for shipment. Risk of loss due to damage or
destruction of Manufacturer's Products shall be borne by Buyer after delivery to the carrier for
shipment. The carrier will be selected by Manufacturer unless Buyer requests a reasonable
alternative.
E. Buyer will provide the label with appropriate design; Manufacturer will produce shoes with the
provided label subject to the manufactuer's approval.
3. Payment.
A. Buyer shall first pay 30% deposit for any order for Manufacturer’s Products prior to or at the time of
acceptance by Manufacturer of such order; with the remaining balance of 70% payable upon receipt
of notice or invoice by Manufacturer that the Manufacturer’s Products are ready to be delivered to the
carrier for shipment to Buyer (This term is only for a Buyer who orders over 500 pairs of shoes each
time with additional approval by Manufacturer).
.
B. All payments hereunder shall be made by check or money order or any payment method indicated
by Manufacturer, payable to Manufacturer and sent to its address as provided hereinafter; or by wire
transfer to Manufacturer’s bank as follows:
Bank: LaSalle Bank, Lisle.
Bank Address: 4733 Main Street, Lisle, IL 60532 USA
A/C Name: DanceShoesOnline.com.
A/C Informations:
Routing: provide as requested
Account No: provide as requested
You can choose PayPal, and pay online. If payments are made by check, the Buyer’s order will not be
filled until the check has been cleared.
C. Buyer shall pay all charges due hereunder within seven (7) days after the date of Manufacturer's
invoice. Payment shall be made as shown on the invoice. Manufacturer may impose a late payment
charge of three percent (3%) per month on overdue amounts.
4. Order Acceptance, Processing and Returns.
A. All orders are subject to acceptance by Manufacturer. Manufacturer shall not be bound by any order
placed by Buyer until such order has been accepted by Manufacturer. Manufacturer reserves the right
to cancel any order or any part of it after acceptance, for credit or any other reason whatsoever
deemed by Manufacturer to be sufficient or necessary.
B. Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all
aspects of the dealings between Manufacturer and Buyer with respect to the Manufacturer's Products
and any additional or different terms in any Buyer order are hereby rejected. If any terms or conditions
in any Buyer order are inconsistent with the terms of this Agreement, such inconsistent order terms
or conditions shall be null and void and shall not be binding on Manufacturer notwithstanding the
acceptance of such order by Manufacturer.
C. Manufacturer will employ its best efforts to fill Buyer's orders promptly on acceptance, but reserves
the right to allot available inventories among distributors at its discretion.
D. Except for Manufacturer's products that are defective at the time of sales to Buyer, Manufacturer
shall not be obligated to accept any Manufacturer's Products that are returned. Buyer shall not return
any Manufacturer’s Products without prior written acceptance of Manufacturer for such return.] In the
event such returns are accepted, Manufacturer may impose a reasonable restocking charge.
5. Shipping, Right of Inspection.
Seller shall deliver the goods to a shipper (selected by Buyer) as follows: China Post Office’s
Express Mail Service (EMS) located at Huiyang, Guangdong, China. Buyer shall be solely
responsible for the expenses associated with shipping. The risk of loss from any casualty to the
Goods, regardless of the cause, shall be upon Buyer upon the delivery of the Goods to Buyer's
shipper as set forth herein. When practicable, Seller will follow Buyer's requested shipping
instructions. If none are requested, Seller will use its discretion in selecting an appropriate
transportation method.
Buyer shall have the right to inspect the goods on arrival at Buyer's facility. Within 3 workings days
after delivery, Buyer must give notice to Seller of any claim with respect to the condition, quality or
grade of the Goods or non-conformance to this Agreement, specifying the basis of the claim in
detail. Seller may, at its option inspect the Goods at Buyer's facilities to confirm that the Goods do not
conform. Failure of Buyer to comply with these conditions within the time set forth herein shall
constitute irrevocable acceptance of the Goods by Buyer. In the event the Goods do not conform to
this Agreement, Buyer's sole remedy and Seller's sole obligation shall be at Seller's option to replace
the Goods at Seller's expense or credit Buyer the amount of the purchase price for the non-
conforming goods. Return shipping shall be the responsibility of Seller.
6. Identification of Goods.
Identification of the Goods shall not be deemed to have been made until both Buyer and Seller have
specified that the Goods are to be appropriated to the performance of this Agreement.
7. Warranty.
EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY TO BUYER WITH RESPECT TO
THE GOODS, AND BUYER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
8. Transfer of Title.
Title to and ownership of the goods shall not pass from Seller to Buyer until Buyer has paid in full the
purchase price to Seller.
9. Limitation of Liability.
In no event shall Seller be liable for any special, indirect, incidental or consequential damages
arising out of or connected with this Agreement or the Goods, regardless of whether a claim is based
on contract, tort, strict liability or otherwise, nor shall Buyer's damages exceed the amount of the
purchase price of the Goods.
10. Taxes.
Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise or other tax imposed or
levied with respect to the payment of the purchase price for the Goods or the conveyance of title in the
Goods to Buyer. In no event shall Buyer be responsible for any tax imposed upon Seller based upon
Seller's income or for the privilege of doing business.
11. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be
given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to Seller:
DanceShoesOnline.com
3304 Lawrence Dr.,
Naperville, IL60564, USA
If to Buyer:
(same as information filled in the application form)
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Illinois,
USA.
13. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject
matter hereof. This Agreement may be modified only by a further writing that is duly executed by both
parties.
14. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.
15. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
16. Signed by Buyer
The Sign-up Form and the form below is part of the agreement, please check on it to indicate that
you have read and agreed this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.
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>agreement