Agreement For Logistics Services - Shipping Agreement - Free Search

Agreement For Logistics Services.

Shipping Agreement. This Shipping Agreement involves. BUILD A BEAR WORKSHOP INC. Title: AGREEMENT FOR LOGISTICS SERVICES Governing Law: California Date: 7/3/2008 Industry: Retail (Specialty) Sector: Services. AGREEMENT FOR LOGISTICS SERVICES. This agreement is dated as of June 30, 2008 by and among Build-A-Bear Workshop Inc. (“BUILD-A-BEAR”) a Delaware corporation with offices at 1954 Innerbelt Business Ctr. Dr. St. Louis, MO 63114-5760 and HA Logistics. Inc. (“HA Logistics”) a California corporation with offices at 5175 Johnson Drive Pleasanton, CA.94588. WHEREAS, BUILD-A-BEAR is a experienced based retailer requiring logistics services of the kind offered by HA Logistics; and. WHEREAS, BUILD-A-BEAR desires HA Logistics to arrange actual transportation services for BUILD-A-BEAR; and. WHEREAS, HA Logistics operates through several business units which will provide services under this agreement (hereinafter the business units will not be referred to separately, but rather will be called by the operating corporate name, HA Logistics); and. WHEREAS, the parties believe the distinctive logistics service needs of BUILD-A-BEAR can best be satisfied through contractual agreement; and. WHEREAS, capitalized terms used in this Agreement have the meaning as defined herein. NOW THEREFORE, BUILD-A-BEAR and HA Logistics, in consideration of the premises and mutual agreements hereafter set forth, agree as follows: Scope . Commencing as of June 30, 2008 (the “Effective Date”), HA Logistics shall provide logistics services (the “Services”) to manage outbound transportation and distribution of BUILD-A-BEAR product from Groveport, OH to BUILD-A-BEAR stores in the United States and Canada. Exhibit A more particularly describes the services, attached hereto and specifically made a part of this Agreement. Any deletion, addition or other modification of the provided Services shall (a) be documented in a written change order, (b) executed by both parties and (c) subject to such terms and prices as may be agreed upon by the parties. Anything herein to the contrary notwithstanding, the parties hereby acknowledge and agree. that BUILD-A-BEAR shall have prior approval of the manner, means, or method by which HA Logistics performs the Services called for by this Agreement. BUILD-A-BEAR shall be entitled to consult with respect to the elements of the Services to be performed by, and to review and assess the performance of the Services by HA Logistics for the purpose of assuring that the Services have been performed and confirming that such results are satisfactory. Reporting . HA Logistics will measure and report the metrics set forth in Exhibit D and at the time frame for reporting set forth in Exhibit D regarding HA Logistics’ performance of the Services. BUILD-A-BEAR will timely inspect and review all such reports prepared by HA Logistics and will promptly notify HA Logistics of any incorrect reports. Performance .

HA Logistics and BUILD-A-BEAR agree that HA Logistics’ performance as it relates to the Services shall be measured according to the corresponding performance metrics (“Metrics”) described in Exhibit C attached hereto. Meetings . BUILD-A-BEAR and HA Logistics agree to schedule meetings for the purposes of discussing ongoing operations and future direction, and reviewing the Metrics. These meetings will be scheduled by BUILD-A-BEAR and HA Logistics on a mutually agreed upon date and time in a mutually agreed upon location. Internal Use Only . BUILD-A-BEAR will use the Services only for its own internal business purposes and those of its affiliates and will not sell, resell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any unaffiliated third party. On-Site Personnel . HA Logistics may provide BUILD-A-BEAR with personnel on site at its distribution center specifically dedicated to servicing the logistics needs of BUILD-A-BEAR. Although such personnel will work on BUILD-A-BEAR’s property, they will remain the employee(s) of HA Logistics, under the exclusive direction and control of HA Logistics and in no event are to be regarded as employees of BUILD-A-BEAR. BUILD-A-BEAR hereby agrees to provide office area, furniture and means of communication for one (1) HA Logistics employee at no charge. Independent Contractor Relationship . HA Logistics shall, for all purposes, be deemed an independent contractor and shall be fully independent in performing any authorized services and shall not act or hold itself out as an agent, servant, or employee of BUILD-A-BEAR. It is expressly understood and agreed that all services provided under the terms of this agreement shall be performed by the employees or independent contractors of HA Logistics and that no employee of HA Logistics shall be an employee of BUILD-A-BEAR for any purpose whatsoever. HA Logistics will be responsible for its own expenses, wages, employee benefits, and all taxes, contributions and withholdings under all applicable federal, state, or local laws or regulations, and insurance coverage (including workers’ compensation) related thereto. HA Logistics also shall have the responsibility to comply with all civil rights and labor laws as may be applicable. HA Logistics shall be fully responsible for its own employees and its subcontractors (including hiring, discipline, and termination) while in the process of fulfilling its obligations and services under the terms of this Agreement. In addition, HA Logistics employees are not eligible for any benefit programs available to. BUILD-A-BEAR’s employees or any of its affiliates, subsidiaries, divisions, or other related corporate entities. Except for the enforcement of personnel and property safety rules and regulations at BUILD-A-BEAR’s sites, BUILD-A-BEAR shall not have the authority to control and/or direct the details of the performance of this Agreement by the employees or subcontractors of HA Logistics. HA Logistics agrees that if any person, government agency, or court should ever allege, claim or determine that BUILD-A-BEAR is an employer or joint employer (for any purpose) of any person assigned by HA Logistics to perform services pursuant to this Agreement, HA Logistics will defend and hold BUILD-A-BEAR harmless for any and all claims related thereto. Safe Work Environment . BUILD-A-BEAR agrees that it will comply, in all material respects and at its expense, with all health, environmental and safety laws, regulations, ordinances, directives and rules imposed by controlling federal, state and local governmental agencies, and that promptly after learning of same, it will report to HA Logistics all accidents and injuries involving any of HA Logistics’ employees. BUILD-A-BEAR shall provide and ensure use of all personal protective equipment, as required by federal, state and local laws, regulations, ordinances, or rules. BUILD-A-BEAR, at its sole cost and expense, agrees to procure and maintain all licenses and permits required by local, state, federal, foreign or provincial authorities for all vehicles owned by BUILD-A-BEAR. BUILD-A-BEAR is responsible for and agrees to comply with all federal, state, and local laws, ordinances, rules, and regulations pertaining to the use of its vehicles including without limitation all rules and regulations of the United States Department of Transportation.

HA Logistics and its workers’ compensation carrier shall have the right, but not be obligated to, inspect BUILD-A-BEAR’s premises if HA Logistics believes its employees are exposed to an unsafe work place, or at any time when HA Logistics or such insurers should otherwise deem such inspection to be necessary and proper. Scheduling such inspection shall be at a mutually convenient time, upon reasonable notice, during normal business hours. Rates, Fees, and Payments . In consideration of the services to be performed by HA Logistics, BUILD-A-BEAR shall pay HA Logistics the fees set forth in Exhibit E attached hereto. HA Logistics shall invoice directly to BUILD-A-BEAR, and BUILD-A-BEAR (or its agent) shall pay directly to HA Logistics, within thirty (30) days of the invoice date, invoices for services performed by HA Logistics pursuant to this Agreement. Any invoice not paid within thirty (30) days of the invoice date shall be subject to a late charge of 1.5% per month. HA Logistics and Build-A-Bear agree that for the next two (2) years Build-A-Bear will utilize HA Logistics for the opening of all new stores and replenishment of all stores except as provided in Section 23(b). As HA Logistics and Build-A-Bear expand the scope of their relationship to include additional services and/or locations these may require a different schedule of rates or terms which will be included, if applicable, as Addendums to Exhibit B. Commencing with the April 2009 billing, during the one (1) year contract period, rates shall be adjusted in March, and annually in March thereafter, by the annual change in the Consumer Price Index (“CPI”). Changes in the CPI will be determined by comparing the twelve month average CPI in effect for the base year (January through December 2004) with the succeeding year twelve month average. The percentage change between those two CPI years will be the price adjustment rate. No retroactive contract price adjustment will be allowed. Starting with March 1, 2009, each of the rates set forth in Exhibit B attached hereto shall multiplied by the percentage change in the CPI, from 2007 to 2008 which when added to those rates will becoming the new adjusted rates. Taxes . BUILD-A-BEAR will pay all sales, use, excise, value-added, goods and services, consumption and other similar taxes or duties. Each party will be responsible for taxes based on its own net income, employment taxes with respect to its own employees, and for taxes on any property, it owns or leases. Accessorial Charges, Regulations, and Penalties . All carriers used to transport BUILD-A-BEAR’s freight have rules and charges respecting accessorial matters such as detention and storage. Unless such accessorial charges shall have been caused by the sole act of HA Logistics or HA Logistics’ subcontracted carrier when HA Logistics is the carrier of record, BUILD-A-BEAR shall be responsible for any accessorial charges. Any penalties or liabilities assessed by carriers, courts or governmental authorities as a result of overweight vehicles, violation of hazardous materials regulations or improper loading shall be the sole responsibility of BUILD-A-BEAR. BUILD-A-BEAR shall be solely responsible for complying with Department of Transportation regulations. Fuel Surcharges . In the event that the underlying carrier(s) of HA Logistics announce and start assessing emergency fuel surcharges, such fuel surcharges will be in addition to the charges outlined in this Agreement. The fuel surcharge will be assessed in accordance with the schedule attached hereto as Exhibit E and made a part of this agreement and shall only remain in effect for the time that the underlying carrier(s) have such surcharge(s) in effect. Claims for Non-Payment . HA Logistics shall be solely responsible for payment to its subcontractors, agents or employees. Provided BUILD-A-BEAR has met the payment obligations contained herein, HA Logistics shall indemnify BUILD-A-BEAR and hold BUILD-A-BEAR harmless from and against any claims for non-payment or undercharges by a vendor used by HA Logistics for transportation services hereunder.