JOURNEYS GROUP ONLINE PURCHASE AGREEMENT
This Purchase Agreement is entered into on November 10, 2012, between Genesco Inc. ("Seller"), which wishes to sell certain damaged or discontinued inventory ("Merchandise") on the terms and conditions set forth in this Agreement, and the undersigned "Buyer," which wishes to purchase Merchandise on such terms and conditions.
The Seller and the Buyer agree as follows:
- From time to time in its discretion, Seller may make available for purchase by Buyer items of Merchandise at prices per unit to be set forth on Exhibit A to this Agreement, as they may be agreed by the parties with respect to each purchase transaction. Items of Merchandise purchased by Buyer pursuant to such availability will be sold and purchased at the price specified in the bid accepted through https://bstock.com/journeysgroup/, on the terms and conditions specified herein. For the avoidance of doubt, this Agreement may not be modified unilaterally by a purchase order or other document issued by Buyer, even if Seller delivers merchandise after receipt of such a purchase order without disclaiming its terms and conditions.
- Merchandise will be sold and purchased FOB Seller's distribution facility in Nashville, Tennessee or Aguadilla, PR. Buyer will be solely responsible for all costs of transportation and insurance from such facility to Buyer's destination and will bear the risk of loss or damage to Merchandise from the point at which the Merchandise is delivered to the custody of Buyer's carrier.
- Inspection. You shall have five (5) business days from the date of delivery of Inventory Products in accordance with Section 2 to inspect the shipment for any discrepancies in the quantity/quality delivered and report such discrepancy to Seller in writing. Buyer must provide a detailed manifest, identifying each item that is missing or damaged, and, if damaged, the exact nature of such damage, as well as any supporting images or other documentation. Seller reserves the right to conduct an additional inspection at its own expense. If Seller, acting reasonably and in good faith, agrees that an under delivery and/or damage has occurred greater than 5%, based on the listed retail value of the auction, Seller will reimburse you in an amount equal to the approved discrepancy. By way of example, if Buyer wins an auction and pays a winning bid of $1,000, and the shipment is missing an item that is 10% of the value of the auction, Seller will issue Buyer a reimbursement in the amount of $100 (i.e., 10% of the of the listed retail value of the auction). Such reimbursement may be in the form of an offset against any amount you may owe to Seller or a credit to your B-Stock account. Following the five (5) business day inspection period, you shall no longer have the right to claim any reimbursement for under-delivery/damage. The Seller warrants that buyer will receive good and marketable title to Merchandise purchased hereunder, but Seller hereby disclaims all other warranties, express or implied, including without limitation the warranties of merchantability, non-infringement, or fitness for a particular purpose.
- The purchase price for Merchandise will be due and payable by electronic funds transfer (ACH or wire) to Seller’s account not more than 48 hours after Buyer is sent email notice of acceptance of its bid. The funds transfer instructions will be made as follows:
Bank Name: Bank of America, N.A. Bank City/State: Concord, CA
Account Name: Genesco Inc. Misc. Account Number: 37566-56488
ABA Number: 111000012 (for ACH payments)
ABA Number: 026009593 (for domestic wires)
Swift Code: BOFAUS3N (for international wires)
Bank Contact: Arvinder Kaur, 888-715-1000, Ext. 57647
- The Buyer hereby covenants and agrees that it will not resell the Merchandise for delivery in the United States, Canada, or Puerto Rico, and that it will not resell the Merchandise to any person or entity that it has reason to believe will resell it or permit it to be resold for ultimate delivery in the United States, Canada, or Puerto Rico.
- The Buyer will hold all information concerning its purchase and sale of Merchandise from Seller, including but not limited to the fact that a purchase has occurred and the price and other terms of the purchase, in strict confidence and will not disclose any such information to any third party except to the extent it is required by law to do so.
- Either party may terminate this Agreement for any reason or for no reason at all at any time by giving written notice of termination to the other. Termination of this Agreement will not relieve either party of its obligations of delivery and payment for any Merchandise previously purchased hereunder.
- This Agreement will be governed by and interpreted in accordance with the laws of the State of Tennessee, without regard to conflict of law rules. Any action brought in connection with this Agreement shall be brought in state or federal court sitting in Davidson County, Tennessee, and the parties hereby consent to the jurisdiction of and venue in such courts.
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