Vendor Terms

All products must be 1st quality, new condition, U.S. retail packed goods in original factory sealed cases and include all accessories originally marketed by the manufacturer. Product has no sales restriction unless noted. All Purchase Orders (“P.O.’s”) are pending final sample approval and packaging and are subject to Proozy Terms and Conditions as posted at www.proozy.com/pages/vendor_terms. Products that are not 1st quality may incur penalties, price reductions, sort fees, return fees and rejection at vendors expense.

All goods must be individually packaged and clearly labeled with UPC bar code in bar code format. Every unique line item/SKU on the purchase order requires a unique UPC bar code.

Sku’s must note item numbers, item descriptions, quantities, case packs, prices, terms and conditions. Prior to shipment, all P.O. overages or shortages & backorders must be pre-approved in writing by Proozy. If product does not meet the above criteria; it is Vendor’s responsibility to IMMEDIATELY contact Proozy before goods are shipped. Product must arrive within 3 days of PO due date or penalties will apply.

A detailed packing list including P.O. #, item #, total units and total cases must be emailed to Buys@proozy.com at least 24 hours prior to shipment or pick up. Failure to comply will result in a $250 fee. All orders must include a PACKING LIST at time of delivery.

For all collect shipments our Logistics Department will arrange routing. Pre-paid/delivered shipments to one of Proozy's warehouses MUST have a delivery appointment made with our warehouse staff. If an appointment is not scheduled, the shipment may be refused. Packing slips & bills of lading must accompany each shipment & must reference our P.O. # (Proozy #). A copy of a bill-of-lading must accompany Vendor's invoice. Vendor agrees to ship via the Bill(s) of Lading that Proozy provides. All quantity listed on the Bill-Of-Lading and Packing Slip are subject to verification on final count upon arrival to one of Proozy’s facility. Signature from a driver does not constitute an acceptation of the aforementioned quantity listed on the B.O.L.

All orders must be palletized and in original sealed cartons unless Vendor receives prior approval from Proozy. All pallets and or cases must be separated by SKU and in solid case pack only unless prior approval is received. Proozy will not accept mixed pallets or partial cases without prior approval. If mixed pallets are shipped to our warehouse without prior approval from Proozy, any and all labor fees incurred in separating your order will be charged back to the Vendor.

Proozy reserves the right to cancel this P.O. and reject the goods, at Vendor's sole cost, if this P.O. is not filled in accordance with the terms hereof or is not delivered in accordance with Proozy's delivery schedule. Proozy reserves the right to return excess or defective Goods at Vendor's sole cost.

Vendor guarantees and hereby certifies: (i) Vendor is the lawful owner of Product; (ii) Product is in new condition, complete in its original packaging and all accompanying materials; (iii) Product is authentic in every respect and is genuine merchandise manufactured by or on behalf of the manufacturer or other company owning the brands and marks depicted on the Product (“Product Manufacturer”); (iv) Product is the same, in every respect, including its packaging, instructions, tags and all accompanying materials, as like-branded merchandise currently marketed for sale to U.S. consumers by the Product Manufacturer and/or its authorized dealers; and (v) Vendor Agrees to indemnify Lyons Trading Company, LLC and its affiliates from any and all claims related to the authenticity and quality of product and the right of Vendor to offer the products for resale by LTC, including any claims of violations of intellectual property rights.

Vendor further warrants that all goods comply in every respect with all laws, rules and regulations of the United States of America (USA) and each state of the USA, and were produced, manufactured, imported, distributed, package and labeled in compliance with all local laws, rules and regulations and all laws, rules and regulations of the USA and each state of the USA, including without limitation, the Fair Labor Standards Act of 1938, as amended, and the acts referenced in the next sentence. Vendor further warrants that none of the articles of food shipped or sold by it are or will be adulterated, misbranded or improperly labeled within the meaning of the Federal Food, Drug and Cosmetic Act of June 25,1938, as amended, and the Nutrition Labeling and Education Act of 1991, as amended. Vendor certifies that all applicable items (products) listed on this P.O.(s) that are required to, meet all standards mandated by the Consumer Product Safety Improvement Act (CPSIA). Specifically, Vendor certifies that all applicable products meet all current standards for lead in paint layers as set forth in the CPSIA & the Standard Safety Specifications for Toy Safety, ASTM F963-07. Vendor agrees to be in full compliance with all aspects of the CPSIA & ASTM F963-07. Vendor warrants that the goods are in original factory cases and in new saleable condition unless otherwise noted on this purchase order by Proozy. This P.O. is not intended to and shall not negate or replace any of, but shall supplement, the warranties express or implied, provided by the Uniform Commercial Code, at law, or in equity. All product must be first quality, brand new, U.S. retail packed goods. Vendor warrants there are no sales restrictions as to where Proozy may resell the goods, including all domestic and international markets unless noted in writing. All electronic items must be UL and CUL listed unless noted in writing. All individual items, inner cases, and outer master cases must be free from any stickers or markings including but not limited to a retailer's name, price sticker, or anything similar unless prior written consent from Proozy is received. All dated products must have a minimum 12 months remaining unless otherwise noted on the P.O.

All disputes arising under this P.O. or related to the Goods shall be settled in a court of competent jurisdiction in Dakota County, Minnesota, USA. Minnesota law shall govern this agreement. Vendor hereby irrevocably waives all objections to an inconvenient forum and personal jurisdiction. In any litigation, arbitration, or other proceeding that in any way relates to this P.O., the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

Proozy shall have the sole and exclusive right, at Proozy’s sole discretion, to set-off (“offset”) any amounts which may be due to Vendor under this P.O. as it relates to any other P.O. and or transaction by and between Vendor and Proozy wherein Proozy is due and owed any monies, refunds, and/or compensation from Vendor.

Vendor and Proozy agree that the term and conditions of this P.O. shall supersede all prior agreements and any inconsistent of conflicting terms between the parties, whether oral or written. This P.O. may not be modified, and no waiver shall be effective, except by a written instrument that references this P.O., signed by all parties.

Vendor, by accepting this P.O., agrees to and accepts all of the terms and conditions of this P.O. Vendor accepts the terms and conditions of this P.O. by doing any of the following: (a) shipping any portion of the goods referenced in this P.O. or otherwise fulfilling any portion of its obligations under this P.O.; (b) accepting any payment, in whole or in part, for goods, transportation of the goods, or otherwise in connection with this P.O. or the goods; or (c) by any other means of acceptance recognized at law or in equity.

Unless required by court order, by subpoena, by applicable law or to transport the Goods, Vendor may not disclose to any third party the terms of this P.O., including the price paid for the Goods.

Vendor and Proozy, each, warrant that it has read, understands, and agrees to be bound by all of the terms and conditions of this P.O., without modification, including those terms set forth on the second page of this P.O.

Vendor indemnifies and holds Lyons Trading Company, LLC, its affiliates, directors, officers, employees and agents harmless from and against all loss, liability, vendor costs, damages and expenses (including, without limitation, attorney’s fees and disbursements) and all suits, actions and judgments arising out of or in any way related to or in connection with this Purchase Order and posted at www.proozy.com/pages/vendor_terms.