COSTCO WHOLESALE CORPORATION
Supplier Vendor Agreement
About this Contract
Costco’s vendor agreement governs the supply of merchandise (including
Kirkland Signature private-label) to Costco warehouses and Costco.com.
Supplier Vendor Agreement
This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:
COSTCO WHOLESALE CORPORATION, a Washington corporation, 999 Lake Drive,
Issaquah, WA 98027 (“Costco”), and [VENDOR], a [STATE] [ENTITY
TYPE] (“Vendor”).
Each a “Party” and collectively the “Parties”.
RECITALS
WHEREAS, Costco operates membership warehouses and an e-commerce site
selling a curated assortment of merchandise;
WHEREAS, Vendor desires to sell certain products to Costco for resale to its
members.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Scope
Vendor will sell, and Costco may purchase, the products described on
Costco-issued POs. No minimum volume is guaranteed.
2. Pricing
2.1 Vendor warrants that the prices charged to Costco are the lowest prices
charged to any customer for like products in like quantities (Most Favored
Customer pricing).
2.2 Vendor will provide quarterly cost-down opportunities and pass through
any reductions in raw material costs.
2.3 Promotional allowances (MDF, EDLP credits, scan-downs) shall be set
forth in writing for each promotion.
3. Quality and Compliance
Products shall meet or exceed Costco’s quality standards, all applicable
laws, and the Costco Supplier Code of Conduct (including labor,
environmental, food safety, and Global Security Verification Program).
Vendor consents to facility audits.
4. Kirkland Signature Products
Where Vendor manufactures Kirkland Signature private-label products, all
formulas, packaging, trademarks, and goodwill are owned exclusively by
Costco. Vendor may not produce identical products for any third party
without Costco’s written consent.
5. Delivery and Logistics
FOB Destination, freight prepaid. Time is of the essence. Late deliveries
are subject to chargebacks under the Costco Logistics Compliance Policy.
6. Payment
Net 30 from receipt of conforming goods and correct invoice, with applicable
cash discounts.
7. Warranty and Returns
Vendor warrants merchantability, fitness for purpose, and non-infringement.
Costco may return defective or unsold inventory at Vendor’s expense,
consistent with Costco’s member-friendly return policy.
8. Indemnification and Insurance
Vendor will defend and indemnify Costco for product liability, IP, and
compliance claims. Vendor will maintain CGL insurance ($5M+), product
liability, workers’ comp, and name Costco as additional insured.
9. Term and Termination
Either party may terminate for convenience on 60 days’ notice. Costco
may terminate immediately for material breach or compliance failure.
10. General
Governing law: Washington. Arbitration in King County, WA. Confidentiality,
no assignment, entire agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
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COSTCO WHOLESALE CORPORATION: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ |
COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ |