Date
:
Sept. 23, 2009
Dept. No.
____________________________________________________
COSTCO.COM DROP-SHIP VENDOR AGREEMENT
United States (2004)
Factor Nutrition Labs LLC (“Vendor”) and Costco Wholesale Corporation (referred to
hereinafter as “costco.com” unless specifically stated otherwise agree that:
1. Agreement Documents.
All sales and deliveries of all Merchandise by Vendor to costco.com’s
Customers purchased by costco.com from Vendor, and sold through the Internet e-commerce site(s)
of costco.com or its Affiliate Purchasers (as defined below), will be covered by and subject to the
definitions in the Drop-Ship E-Standard Terms and the terms of each of the following documents
(collectively the “Drop-Ship Agreement Documents”):
(a)
This costco.com Drop-Ship Vendor Agreement;
(b)
The attached costco.com Drop-Ship E-Standard Terms
(United States 2004),
as they may
be amended in writing by costco.com from time to time (the “Drop-Ship E-Standard Terms”);
and
(c)
Each Vendor Purchase Program Agreement, costco.com E-Item Agreement or any other
agreement that has been or will be signed between Vendor and costco.com.
2. Inconsistency.
The above Drop-Ship Agreement Documents collectively are an agreement
between us, are part of this costco.com Drop-Ship Vendor Agreement and are incorporated herein by
reference. In case of any inconsistency among any Drop-Ship Agreement Documents, the lowest
such document on the list in Section 1 above will take priority over any document higher on the list.
3. Purchaser.
Each purchase will be made in the trade name of “costco.com,” but may be for the
account of Costco Wholesale or of its affiliates or licensees that operate online e-commerce sites and
for whom Costco Wholesale acts as purchasing agent (“Affiliate Purchasers”).
4. Insurance.
Vendor shall comply with the insurance requirements set forth in Section 27 of the
Drop-Ship E-Standard Terms.
5. Disputes.
Disputes shall be resolved as provided in Sections 32, 33 and 34 of the Drop-Ship E-
Standard Terms.
6. Relationship of the Parties.
The relationship between costco.com and Vendor is that of an
independent contractor and Vendor agrees that it has not and shall not hold itself out as, nor shall
Vendor be deemed to be, an agent of costco.com.
7. Assigned Numbers.
Vendor acknowledges that the Vendor A/P number and department number
referenced on page 1 of this costco.com Drop-Ship Vendor Agreement, as well as any vendor number
assigned to Vendor by costco.com, are included for the sole benefit of costco.com and may be
changed by costco.com at any time and from time to time. Costco.com will notify Vendor of any such
change(s) and Vendor will thereafter use the revised number(s) as and when required by costco.com.
