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ROCKFORD CORP | Wal-Mart Stores East, LP, | Wal-Mart Stores Texas, LP, | Sam's West, Inc.,

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Governing Law: Arkansas     Date: 3/30/2004
Industry: Audio and Video Equipment     Sector: Consumer Cyclical

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                                                                   Exhibit 10.57


                               SUPPLIER AGREEMENT


SUPPLIER NUMBER: 138122-10-0                           EFFECTIVE DATE: 01/23/2003


This Supplier Agreement ("Agreement") between the party listed below

("Supplier") and Wal-Mart Stores, Inc., Wal-Mart Stores East, LP, Wal-Mart

Stores East, Inc., Wal-Mart Stores Texas, LP, Sam's West, Inc., Sam's East, Inc.

and affiliates (hereinafter referred to collectively as "Company") sets forth

Supplier's qualifications and the general terms of the business relationship

between Company and Supplier. The parties agree that all sales and deliveries of

all Merchandise (as defined below) by Supplier to Company and all Orders (as

defined below) by Company will be covered by and subject to the terms of this

Agreement, the Standards for Suppliers (which is attached and incorporated by

reference) and any Order signed or initialed (electronically or otherwise) by an

Authorized Buyer (as defined below) for Company. This Agreement becomes

effective on the date shown above and remains effective for the term set forth

herein. The execution and submission of this Agreement does not impose upon

Company any obligation to purchase Merchandise.


                           GENERAL SUPPLIER INFORMATION





Woman-Owned?            Minority Owned?





If Supplier falls within any of the above classes, and has been certified as

minority-owned by a government agency or purchasing council, Supplier is

qualified for the first step in the Wal-Mart Minority/Female Owned Business

Development Program (the "Supplier Development Program"). Supplier agrees to

provide to Company a copy of its certification as a prerequisite to

qualification in the Supplier Development Program. For further information,

please contact the Wal-Mart Supplier Development Office at 1-800-604-4555.


Enter the Federal Taxpayer Identification Number (TIN) of the Supplier Named


If a TIN has not been issued, enter the Employer's Social Security Number.

TIN: 860394353.


Type of Payee (Check Only One): Individual/Sole Proprietorship X Corporation

Partnership Other



<S>                                                  <C>                                    <C>



Address:               546 S. ROCKFORD DR.            ACCT EXECUTIVE OR V.P. SALES: DAN      PHONE: 4805173004



Address 2:


City/State/Zip:      TEMPE, AZ 85281                  ACCT. CONTACT: BILL JACKSON            PHONE: 4805173073






Address:             546 S. ROCKFORD DR.              Attention:           JIM SANDO


Address 2:                                           Address:             600 S. ROCKFORD DR.


City/State/Zip:      TEMPE, AZ 85281                   City/State/Zip:      TEMPE, AZ 85281


Factor Name:                                         Street Address for use by delivery services

                                                    other than the U.S. Mail, if not already

Supplier Also Doing Business As: (Attach a           shown in the Purchase Order address above.

list to Agreement if Space below is



SUPPLIER NUMBER:                                                                 Room:


                                                     Expedite Orders: Phone:      Extension#:




                                                    PRICING TICKETS:


                                                    Supplier Name:       ROCKFORD CORPORATION

Address:             600 S. ROCKFORD DR.

                                                    Attention:           JIM SANDO

City/State/Zip:       TEMPE, AZ 85281

                                                    Address:             600 S. ROCKFORD DR.

Accounting Phone Number:       Extension #:0

4805173032                                           City/State/Zip:      TEMPE, AZ 85281



Toll Free Number:    8003662349   Fax Number: 4809663983


Has Supplier or any related entity previously conducted business with Company?

Yes _ No X If so, under what name(s)?


                          STANDARD TERMS AND CONDITIONS


1. DEFINITIONS. As used in this Agreement or any Company issued Order, the

following capitalized words shall have the following meanings:


(a) "Account" shall mean any right to receive payments arising under this



(b) "Anticipation" shall mean the intentional or unintentional payment of

obligations prior to the due date which results in a monetary adjustment in

amounts payable to supplier.


(c) "Authorized Buyer" shall mean any General Merchandise Manager, Divisional

Merchandise Manager, Buyer 1, 2 or 3 and replenishment manager assigned to the

Wal-Mart category/department corresponding to the purchased Merchandise.


(d) "Merchandise" shall mean all products, goods, materials, equipment,

articles, and tangible items supplied by Supplier to Company and all packaging,

instructions, warnings, warranties, advertising and other services included





(e) "Electronic Data Interchange" ("EDI") shall mean the moving of information

regarding specific business processes (invoicing, ordering, reporting, etc.)

electronically between two or more businesses. The information is transmitted

electronically structured according to standards mandated by Company.


(f) "End of Month Dating" shall mean payment terms beginning at the first of the

following month rather than from the receipt of merchandise, if the merchandise

is received on or after the 24th of the month.


(g) "High Risk Supplier" shall mean a Supplier identified as such by Company in

view of the nature of the Supplier's products, the severity of claims made

against Supplier's products, the frequency of claims made, past litigation

involving the Supplier's products and other factors deemed relevant by Company.


(h) "Order" shall mean any written or electronic purchase order issued by



(i) "Recall" shall mean any removal of Merchandise from the stream of commerce

initiated by Supplier, a government entity or Company.


(j) "Standards" shall mean the Wal-Mart Stores, Inc. Standards for Suppliers,

attached hereto.


(k) "Vendor Master" shall mean the accounting department of Company responsible

for control and processing of new supplier agreements and updates to existing



2. ORDERS; CANCELLATION. Supplier may ship only after receipt of an Order.

Acceptance of an Order may be made only by shipment of the Merchandise in

accordance herewith. Acceptance is expressly limited to all of the terms and

conditions of such Order, including, all shipping, routing and billing

instructions and all attachments and supplemental instructions delivered

therewith. Shipments made contrary to Company's routing instructions will be

deemed F.O.B. Destination (either store, club or warehouse). Supplier's invoice,

confirmation memorandum or other writing may not vary the terms of any Order.

Supplier's failure to comply with one or more terms of an Order shall constitute

an event of default and shall be grounds for the exercise by Company of any of

the remedies provided for in this Agreement or by applicable law. Projections,

past purchasing history and representations about quantities to be purchased are

not binding, and Company shall not be liable for any act or expenditure

(including but not limited to expenditures for equipment, materials, packaging

or other capital expenditures) by Supplier in reliance on them. Company may

cancel all or any part of an Order at any time prior to shipment.



Company with this Agreement one of the following: (1) a complete set of audited

current financial statements, (2) a current Dun & Bradstreet financial report,

or (3) if publicly held, Supplier's most recent annual report to shareholders

and management proxy information. If Company's purchases from Supplier are

anticipated by Supplier to constitute twenty percent (20%) or more of Supplier's

gross annual sales on a calendar year basis. Supplier agrees to notify Company

of this fact, in writing, within thirty (30) days of Supplier becoming aware of

such possibility.


4. PAYMENT TERMS; CASH DISCOUNT; ANTICIPATION. Supplier shall transmit invoices

on the same day Merchandise is shipped, but payment terms shall date from

Company's receipt of the Merchandise. If Supplier selects End of Month Dating on

Appendix 1 hereto, Merchandise received after the 24th of any month shall be

payable as if received on the first day of the following month. Any cash

discount selected by Supplier on Appendix 1 will be calculated on the gross

amount of Supplier's invoice. Anticipation may be taken upon the mutual consent

of the parties.



amounts payable under any Order all present and future indebtedness of Supplier

to Company arising from this or any other transaction whether or not related

hereto. If Company determines that Supplier's performance under an Order and/or

this Agreement is likely to be impaired, Company may establish a reserve on

Supplier's Account to satisfy Supplier's actual or anticipated obligations to

Company arising from any such Order or this Agreement, by withholding payment of

Supplier's invoices. Supplier agrees that any credit balance will be paid in

cash to Company upon written request. Payments of monies owed to Company must be

mailed to: Wal-Mart Stores, Inc., P.O. Box 500646, St. Louis, MO 63150-0646.



provide Company written notice of an assignment, factoring, or other transfer of

its Account at least 30 days prior to such assignment, factoring, or other

transfer taking legal effect. Such written notice shall include the name and

address of the assignee/transferee, the date the assignment is to begin, and

terms of the assignment, and shall be considered delivered upon receipt of such

written notice by Vendor Master. Supplier may have only one assignment,

factoring or transfer of its Account effective at any time. The assignment of

any Account hereunder shall not affect Company's rights set forth in Section 5

of this Agreement. Supplier shall defend indemnify and hold Company harmless

from any and all lawsuits, claims, demands, actions, damages (including

reasonable attorney fees, court costs, obligations, liabilities or liens)

arising from or related to the assignment, transfer or factoring of its Account.

Supplier releases and waives any right, claim or action against Company for

amounts due and owing under this Agreement where Supplier has not complied with

the notice requirements of this provision. Notices required pursuant to this

Section shall be mailed to: Wal-Mart Stores. Inc., Attn: Vendor Master, 1108

S.E. 10th St. Bentonville, AR 72716-0680.


Notwithstanding the foregoing, any dispute or any other circumstance, Company

reserves the right to remit payment to Supplier.


7. TAXES. The prices set forth in any Order are deemed to include all taxes. If

any manufacturer's excise or other similar or different taxes are paid on the

Merchandise described in any Order and if such tax, or any part thereof, is

refunded to Supplier, then Supplier shall immediately pay Company the amount of

such refund.



guarantees its prices against manufacturer's or Supplier's own price decline. If

Supplier reduces its price on any Merchandise sold to Company, which Merchandise

has not yet been delivered to Company by Supplier or, if consistent with

Supplier's practice, which Merchandise is currently in Company's inventory

(including Merchandise on hand, in warehouses and in transit), Supplier shall at

Company's discretion either issue a check or give Company a credit equal to the

price difference for such Merchandise, multiplied by the units of such

Merchandise to be delivered by Supplier and/or currently in Company's inventory.

For all Merchandise not yet shipped to Company, Supplier agrees to meet the

price of any of its competitors selling comparable merchandise. If a court,

regulatory agency or other government entity with jurisdiction finds that the

prices on an Order are in excess of that allowed by any law or regulation of any

governmental agency, the prices shall be automatically revised to equal a price

which is not in violation of said law or regulation. If Company shall have made

payment before it is determined that there has been a violation of this section,

Supplier shall promptly refund an amount of money equal to the difference

between the price paid for the Merchandise and the price which is not in

violation of this section. If contemporaneously




with Supplier's sale of Merchandise to the Company, Supplier sells or offers to

any competitor of Company any merchandise of like grade and quality at lower

prices and/or on terms more favorable than those stated on the Order, the prices

and/or terms of the Order shall be deemed automatically revised to equal the

lowest prices and most favorable terms at which Supplier shall have sold or

shall have offered such merchandise and payment shall be made accordingly. If

Company shall become entitled to such lower prices, but shall have made payment

at any prices in excess thereof; Supplier shall promptly refund the difference

in price to Company. If there is a price increase, Supplier shall give Company

written notice of any such increase at least sixty (60) days prior to the

effective date of the increase.




(a) Supplier shall electronically receive Orders and send Company invoices via

EDI unless otherwise agreed to by Company in writing.


(b) Supplier shall assure that access by its employees to the EDI interchange is

restricted by password to those persons authorized to contractually bind



(c) Supplier's use of the EDI interchange acknowledges Supplier's review and

acceptance of the terms and requirements for using the EDI system to contract



(d) Supplier will establish a user I.D. to identify itself, and the presence of

this user I.D. in the EDI interchange will be sufficient to verify the source of

the data and the authenticity of the document.


(e) Documents containing the user I.D. will constitute a signed writing, and

neither party shall contest the validity or enforceability of the document on

the basis of lack of a signature or sufficient identification of the parties.


(f) EDI documents or printouts thereof shall constitute originals.


(g) EDI documents will be retained by both Company and Supplier in a form that

is accessible and reproducible.


(h) If Company agrees to waive the EDI requirements of this section of this

Agreement, Orders may be sent via overnight mail at Supplier's expense.


10. PURCHASE COSTS AND CONDITIONS. Supplier is responsible for verifying the

accuracy of costs, discounts, allowances and all other terms of sale on all

Orders. If incorrect information exists, Supplier shall notify Company not less

than twenty-four (24) hours prior to shipment. If a change is necessary, no

shipment is to commence without written confirmation of the change from an

authorized member of Company's merchandising department. If Merchandise ships

prior to discovery of an error on the Order, the parties shall confer within

forty-eight (48) hours of such discovery to determine the actions to be taken

regarding the erroneous Order.


11. SHIPPER LOAD AND COUNT RESPONSIBILITIES. Supplier who is shipping a full

truckload collect to Company will be responsible for monitoring its shipping

process including closing the trailer and sealing it with a Supplier-provided

seal. The seal number must be referenced and identified as the seal number on

all copies of the Bill of Lading. If Supplier fails to seal the trailer, the

driver will seal the trailer on Supplier's behalf. The driver will then document

that seal number on the Bill of Lading before providing Supplier with its copy.

If a shortage occurs, Supplier shall be liable for such shortage.






THE TIME SPECIFIED. In addition to the aforementioned remedy, Company may

exercise any other remedies provided for in this Agreement or provided by

applicable law, including but not limited to those remedies provided by the

Uniform Commercial Code. Notwithstanding Company's right to cancel shipment, or

to reject or revoke acceptance of Merchandise, Supplier agrees to inform Company

immediately of any actual or anticipated failure to ship all or any part of an

Order or the exact Merchandise called for in an Order on the shipment date

specified. Acceptance of any Merchandise shipped after the specified shipment

date shall not be construed as a waiver of any of Company's rights or remedies

resulting from the late shipment.



Supplier represents, warrants and guarantees that:


(a) The Merchandise will be new and not used, remanufactured, reconditioned or

refurbished, and will comply with all specifications contained in such Order and

will be of equal or better quality as all samples delivered to Company;


(b) The Merchandise is genuine and is not counterfeit, adulterated, misbranded,

falsely labeled or advertised or falsely invoiced within the meaning of any

applicable local, state or federal laws or regulations;


(c) The Merchandise has been labeled, advertised and invoiced in accordance with

the requirements (if applicable) of the Wool Products Labeling Act of 1939, the

Fur Products Labeling Act, the Textile Fiber Products Identification Act and any

other applicable local, state or federal laws or regulations, and the sale of

the Merchandise by Company does not and will not violate any such laws;


(d) Reasonable and representative tests made in accordance with the requirements

of the Flammable Fabrics Act (if applicable) show that the Merchandise is not so

highly flammable as to be dangerous when worn by individuals;


(e) The Merchandise is properly labeled as to content as required by applicable

Federal Trade Commission Trade Practice Rules, the Fair Labor Standards Act, the

Federal Food, Drug and Cosmetics Act and similar local, state or federal laws,

rules or regulations;


(f) The Merchandise shall be delivered in good and undamaged condition and

shall, when delivered, be merchantable and fit and safe for the purposes for

which the same are intended to be used, including but not limited to consumer



(g) The Merchandise does not infringe upon or violate any patent, copyright,

trademark, trade name, trade dress, trade secret or, without limitation, any

other rights belonging to others, and all royalties owed by Supplier, if any,

have been paid to the appropriate licensor;


(h) All weights, measures, sizes, legends or descriptions printed, stamped,

attached or otherwise indicated with regard to the Merchandise are true and

correct, and conform and comply with all laws, rules, regulations, ordinances,

codes and/or standards of Federal, state and local governments relating to said



(i) The Merchandise is not in violation of any other laws, ordinances, statutes,

rules or regulations of the United States or any state or local government or

any subdivision or agency thereof, including but not limited to all laws and

regulations relating to health, safety, environment, serial and identification

numbers, labeling and country of origin designation, toxic substances, OSHA and

EPA regulations, Federal Meat Inspection Act or Poultry Products Inspections Act

(or any other food safety statute) and the requirements of California

Proposition 65, and such Merchandise or the sale thereof by Company do not and

will not violate any such laws;


(j) All Merchandise shall have an accurate twelve (12) digit

manufacturer-assigned UPC number that complies with Company's UPC requirements,

as amended from time to time;


(k) There is no other impediment or restriction, legal or otherwise that limits,

prohibits or prevents Supplier from selling and delivering the Merchandise to

Company or limits, prohibits or prevents Company from reselling the Merchandise

to its customers;




(l) The Merchandise is mined, produced, manufactured, assembled and packaged in

compliance with the Standards; and (m) The Merchandise is not transshipped for

the purpose of mislabeling, evading quota or country of origin restrictions or

avoiding compliance with the Standards. Where applicable, Supplier agrees to

provide Company with a current, complete and accurate Material Safety Data Sheet

("MSDS") for said Merchandise.


         It shall be within the sole discretion of Company to determine if

Supplier has breached the above-mentioned representations, warranties and

guarantees. In addition to the representations, warranties and guarantees

contained in this paragraph, all other representations, warranties and

guarantees provided by law, including but not limited to any warranties provided

by the Uniform Commercial Code, are specifically incorporated herein. Nothing

contained in this Agreement or an Order shall be deemed a waiver of any

representations, warranties or guarantees implied by law.


14. INDEMNIFICATION. Supplier shall protect, defend, hold harmless and indemnify

Company, including its officers, directors, employees and agents, from and

against any and all lawsuits, claims, demands, actions, liabilities, losses,

damages, costs and expenses (including attorneys' fees and court costs),

regardless of the cause or alleged cause thereof, and regardless of whether such

matters are groundless, fraudulent or false, arising out of any actual or



(a) Misappropriation or infringement of any patent, trademark, trade dress,

trade secret, copyright or other right relating to any Merchandise;


(b) Death of or injury to any person, damage to any property, or any other

damage or loss, by whomsoever suffered, resulting or claimed to result in whole

or in part from any actual or alleged use of or latent or patent defect in, such

Merchandise, including but not limited to (i) any actual or alleged failure to

provide adequate warnings, labelings or instructions, (ii) any actual or alleged

improper construction or design of said Merchandise, or (iii) any actual or

alleged failure of said merchandise to comply with specifications or with any

express or implied warranties of Supplier;


(c) Violation of any law, statute, ordinance, governmental administrative order,

rule or regulation relating to the merchandise, or to any of its components or

ingredients, or to its manufacture, shipment, labeling, use or sale, or to any

failure to provide a Material Safety Data Sheet or certification;


(d) Act, activity or omission of Supplier or any of its employees,

representatives or agents, including but not limited to activities on Company's

premises and the use of any vehicle, equipment, fixture or material of Supplier

in connection with any sale to or service for the Company; and


(e) Any installation by Supplier of Merchandise covered by this Agreement.


Supplier shall promptly notify Company of the assertion, filing or service of

any lawsuit, claim, demand, action, liability or other matter that is or may be

covered by this indemnity, and shall immediately take such action as may be

necessary or appropriate to protect the interests of Company, its officers,

directors, employees and agents. Any and all counsel selected or provided by

Supplier to represent or defend Company or any of its officers, directors,

employees or agents shall accept and acknowledge receipt of Company's Indemnity

Counsel Guidelines, and shall conduct such representation or defense strictly in

accordance with such Guidelines. If Company in its sole discretion shall

determine that such counsel has not done so, or appears unwilling or unable to

do so, Company may replace such counsel with other counsel of Company's own

choosing. In such event, any and all fees and expenses of Company's new counsel,

together with any and all expenses or costs incurred on account of the change of

counsel, shall be paid or reimbursed by Supplier as part of its indemnity

obligation hereunder. Company shall at all times have the right to direct the

defense of, and to accept or reject any offer to compromise or settle, any

lawsuit, claim, demand or liability asserted against Company or any of its

officers, directors, employees or agents. The duties and obligations of Supplier

created hereby shall not be affected or limited in any way by Company's

extension of express or implied warranties to its customers.


15. RECALLS. If Merchandise is the subject of a Recall, whether initiated by

Supplier, Company or a government entity (including the issuance of safety

notices), Supplier shall be responsible for all matters and costs associated

with the Recall, including but not limited to:


(a) Consumer notification and contact;


(b) All expenses and losses incurred by Company in connection with such Recall

(and where applicable, any products with which the Recalled Merchandise has been

packaged, consolidated or commingled), including but not limited to refunds to

customers, lost profits, transportation costs and all other costs associated

therewith; and


(c) Initial contact and reporting of the Recall to any government agency having

jurisdiction over the affected Merchandise.


If a government agency initiates any inquiry or investigation relating to the

Merchandise or similar goods manufactured or supplied by Supplier, Supplier

shall notify Company immediately thereof and take reasonable steps to resolve

the matter without exposing Company to any liability or risk.


16. LIMITATION OF DAMAGES. In no event shall Company be liable for any punitive,

special, incidental or consequential damages of any kind (including but not

limited to loss of profits, business revenues, business interruption and the

like), arising from or relating to the relationship between Supplier and

Company, including all prior dealings and agreements, or the conduct of business

under or breach of this Agreement or any Order, Company's cancellation of any

Order or Orders or the termination of business relations with Supplier,

regardless of whether the claim under which such damages are sought is based

upon breach of warranty, breach of contract, negligence, tort, strict liability,

statute, regulation or any other legal theory or law, even if Company has been

advised by Supplier of the possibility of such damages.


17. REMEDIES. Supplier's failure to comply with any of the terms and conditions

of this Agreement or any Order shall be grounds for the exercise by Company of

any one or more of the following remedies:


(a) Cancellation of all or any part of any undelivered Order without notice,

including but not limited to the balance of any remaining installments on a

multiple-shipment Order;



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