Better World Books 4/5/2022 - Laserfiche WebLink

DocuSign Envelope ID:A7ABDC61-79BA-42A1-AB2A-A4DC18F3DCCB QUMPUS, INC.,d/b/a Better World Books SALES AGREEMENT TERMS and CONDITIONS containing a list of the inventory the Seller wishes to ship to BWB. pertaining to this Agreement. The At a representative shall have authority to designate minimum,the list must contain the book's associated ISBN number, Surplus Books and to authorize BWB to receive title,and author. BWB will analyze the file and return to the Seller a Surplus Books directly or through BWB's agent. list indicating which books BWB may accept for resale. Seller agrees only to provide books to BWB that have been accepted by 1.2 Seller shall be responsible for selecting, BWB via the Prescreen Process as herein described. collecting, and packaging all Surplus Books. Seller obligated to use the Prescreen Process Saleable Condition Books: Books which are free from as defined herein unless the Parties otherwise substantial spine or cover damage,water spots or other agree in writing. discoloration,torn or missing pages, and without substantial ARTICLE III Distribution of Sales markings. Proceeds Shipping Charges and Reimbursements: Fees charged by 3.1 BWB shall determine all prices for Surplus Books in its sole online retailers and sellers to cover the cost of shipping books. discretion. These fees are typically applied to books sold via online marketplaces that offer free shipping to the buyer. 3.2 BWB shall disburse proceeds from Surplus Books supplied by Seller as follows: Surplus Books: Books and materials that Seller owns and wishes to sell, destroy, donate, or otherwise give away that are in saleable (a) BWB shall pay 10.0 percent of Net Proceeds directly to condition, as defined herein, and which otherwise comply with the Seller via the Seller's selected Payment Method. quality requirements that BWB may establish in its own discretion and communicate to Seller from time to time. (b) BWB shall pay 0.0 percent of Net Proceeds to the selected Literacy or Education Partner. ARTICLE I Seller's Rights and Obligations 1.1 Seller shall designate a representative who shall be responsible for administrative matters 1.3 Seller shall designate a central freight (c)BWB shall pay for any Surplus Books that are location and provide the Surplus Books processed and sold with a Net Proceeds amount equal to ready for pick up by BWB or BWB's or greater than one thousand dollars($1,000.00)by the agent at that location. ARC, during the Initial Term and any Renewal Term, an amount total of fifty percent(50%)of Net Proceeds to the 1.4 Seller shall comply with the Minimum Seller and its selected Literacy or Education Partner. For Quantity Requirements and Shipping avoidance of doubt, "a Net Proceeds amount equal to or Specifications as described herein greater than one thousand dollars($1,000.00)by the unless the Parties otherwise agree in ARC"is a threshold amount that must be satisfied before writing. the fifty percent(50%)of Net Proceeds to the Seller calculation is applicable. This amount shall be calculated 1.5 Seller shall comply with BWB's Content as follows: (50%of the Net Proceeds)-(the total%of and Net Proceeds as calculated in Sections 3.2(a)and 3.2(b)) Condition Requirements as defined herein unless the =additional%of Net Proceeds to be paid to the Seller. Parties otherwise agree in writing. Section 3.2(c)does not apply if the payment rate to the Seller in Section 3.2(a) is set to zero percent(0%). 1.6 Seller may designate a Literacy or Education Partner with the input and 2.3 Nothing in this Agreement shall limit BWB's approval of BWB. ability to sell,to discard in an environmentally sensitive manner,to recycle, or to donate any Surplus Books 1.7 The BWB online client portal shall be supplied by Seller. used by Seller, if applicable, to complete the Prescreen Process, to 2.5 BWB shall disburse proceeds of Surplus Book sales in order supplies, and to schedule a pick accordance with Article III herein. up pursuant to Article I herein. 2.6 Seller's representative shall have access to account and sale information on BWB's client portal. ARTICLE II BWB's Rights and Obligations 2.1 BWB shall provide account management for the Seller's account and shall be responsible for administrative matters pertaining to the performance of BWB's (c) BWB shall pay for any Surplus Books that are obligations under this Agreement. processed and sold by the ARC during the Initial Term and any Renewal Term an amount equal to or greater than one 2.2 BWB shall arrange and pay for all shipment of Surplus thousand dollars ($1000.00) a total of fifty percent(50%) Books from a central freight location designated by Seller of Net Proceeds to the Seller and its selected Literacy or to a warehouse storage facility operated by BWB, or BWB Education Partner. This amount shall be calculated as shall pick up Surplus Books from a designated location. follows: (50% of the Net Proceeds) - (the total % of Net Proceeds as calculated in 3.2(a) and 3.2(b)) = additional