Better World Books 4/5/2022 - Laserfiche WebLink

DocuSign Envelope ID:A7ABDC61-79BA-42A1-AB2A-A4DC18F3DCCB %of Net Proceeds to be paid to the Seller. Section 3.2(c) Partner if the Seller fails to provide books to BWB in does not apply if the payment rate to the Seller in Section Saleable Condition,also as defined herein. BWB reserves 3.2(a)is set to zero percent(0%). the right to deduct from any amount due to Seller or to the selected Literacy or Education Partner the actual shipping 3.3 BWB shall provide payment to Seller of the amount costs incurred by BWB in the event that Seller fails to make determined in Paragraph 3.2 above on a reasonable and a good faith effort to either meet its Minimum Quantity regular basis. No payment will be issued to Seller or to the Requirements and Shipping Specifications or to provide to selected Literacy of Education Partner if the amount due is BWB books in Saleable Condition. In such cases, BWB less than one hundred dollars ($100.00) at the end of a will notify the Seller's representative. quarter, and Seller must accrue at least fifty dollars ($50.00) each quarter in order to be eligible for any 3.5 BWB will not make any further payments to Seller or payment to Seller or to the selected Literacy or Education selected Literacy or Education Partner. net proceeds will Partner. Payment via check must be cashed within ninety cease to accrue, and no additional amounts will be due to (90) days of issue; otherwise, the payment shall be Seller in the future if Seller ceases to ship books in forfeited to the Purchaser and a replacement check shall Saleable Condition to BWB for a period of twelve (12) not be reissued. months,calculated from the last date of receipt by BWB of a shipment of Seller's Surplus Books. 3.4 No payment will be made to Seller or to the selected Literacy or Education Partner if the Seller does not meet 3.6 Seller can review records relating to the determination the Minimum Quantity Requirements and Shipping of Net Proceeds at BWB's client portal, and any amounts Specifications, as defined herein. Moreover, no payment payable to Seller pursuant to Paragraph will be made to Seller or to selected Literacy or Education $c0a09359e38f$968FF813C08E41BFA218509B53C900D6.docx QUMPUS, INC.,d/b/a Better World Books SALES AGREEMENT TERMS and CONDITIONS 3. 2(a). ARTICLE VI Title to 3.7 Seller may change its Payment Method at any time by Property submitting a written request via email to the Seller's designated BWB representative or Client Services. The 6.1 Title to Seller's Surplus Books that Seller supplies to new Payment Method will begin the month following BWB shall pass to BWB when Seller ships the Surplus written notice by Seller to BWB. Books to BWB or its agent, or when BWB picks up the Surplus Books from a location designated by Seller. ARTICLE IV Unsold Books Nothing in this Agreement shall be construed as creating a bailment or consignment relationship between BWB and 4.1 BWB reserves the right to remove any book from a Seller. marketplace at any time. Any unsold books due to market ARTICLE VII Miscellaneous demand,condition and/or failure to sell within a timeframe (to be determined solely by BWB) may be discarded by 7.1 Any notice required or permitted to be given to either BWB in an environmentally sensitive manner, recycled,or Party shall be in writing and shall be deemed to be donated at any time by BWB to a Literacy or Education sufficiently given and received in all respects when either Partner or any other eligible organization of BWB's Party personally delivers or emails the notice to the other choosing. BWB shall not owe Seller or the selected Party at the official email as provided by each Party Library or Education Partner any further compensation for ("Notice Email"). unsold books which are discarded, recycled, or donated or have been listed for sale by the Purchaser for longer 7.2 All terms,covenants and conditions of this Agreement than three hundred and sixty-five(365)days. are contained herein. There are no other warranties, obligations, covenants, or understandings between the ARTICLE V Term and Parties other than those expressed herein. Any prior Termination agreements, warranties, obligations, covenants or understandings between the Parties other than those 5.1 This Agreement shall take effect on the Effective Date expressed herein are superseded by this Agreement. and shall continue thereafter from the Effective Date ("Initial Term") if or until terminated by either Party 7.3 This Agreement may not be assigned by either pursuant to Section 5.2 herein. Party without the express prior written consent of the other Party hereto. Such written consent shall not be 5.2 Notwithstanding anything herein to the contrary, the unreasonably withheld by either Party, provided, however, Parties agree that either Party has the right to terminate that this Agreement and the rights and remedies of the this Agreement with thirty (30)-days' notice to the other Parties hereto shall inure to the benefit of the Parties and Party, and thereafter, BWB has the right to refuse to their corporate successors or the purchasers of purchase any more Surplus Books from Seller,and Seller substantially all of the assets or stock of either Party. has the right to refuse to sell any more Surplus Books to Subject to the terms of the foregoing sentence, this BWB. Agreement shall be binding upon the Parties hereto and