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Sourcing Agreement [Amended and Restated]
Sourcing Agreement [Amended and Restated] (29K)
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{DOCUMENT}
{TYPE}EX-10.12
{SEQUENCE}3
{FILENAME}y85597exv10w12.txt
{DESCRIPTION}SOURCING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.12
AMENDED AND RESTATED SOURCING AGREEMENT
This AMENDED AND RESTATED SOURCING AGREEMENT (this "Agreement"), is dated
as of July 22, 2002, by and among Federated Department Stores, Inc., a Delaware
corporation ("Federated"), and Aeropostale, Inc. ("Company"), successor in
interest to Specialty Acquisition Corporation, a Delaware corporation and
MSS-Delaware, Inc., a Delaware corporation.
RECITALS:
A. The Company conducts the retail sale of men's and women's apparel and
accessories ("Merchandise") at retail locations throughout the United States.
B. Federated has agreed to enter into this Agreement to provide certain
services to the Company under and subject to the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Sourcing and Purchasing Services. The Company hereby engages Federated,
and Federated hereby accepts such engagement, solely as an independent
contractor, to provide the following services during the Term:
(a) Agreement to Provide Sourcing and Purchasing Services. Federated will
provide purchasing, facilitation and importation services hereunder to the
extent and in a manner substantially similar to the manner in which it provides
such services in connection with the sourcing of merchandise for sale in its own
stores, and in accordance with all applicable laws. Specifically, Federated will
purchase Merchandise for resale to the Company pursuant to orders placed with
Federated by the Company (such Merchandise being, when ordered by the Company
from Federated hereunder, "Products"). The Company will engage Federated as an
importer of record of Merchandise from foreign sources at cost F.O.B. foreign
port. Company at all times will have the right. to source and import Merchandise
from any person without using Federated's services and without obligation of any
kind to Federated; provided that, in such instances, Federated will not have any
duty or responsibility whatsoever with respect to such Merchandise sourced from
such other persons.
(b) Purchasing Procedure. The Company will, at its sole cost and expense:
prepare and deliver reasonably detailed Product specifications in writing to the
appropriate Federated overseas office; negotiate the terms of the manufacture
and delivery of such Products with vendors (including without limitation the
price and quality standards thereof), except that, at the request of the
Company, Federated will participate in such negotiations to the extent
consistent with its practice prior to the date hereof; and authorize, by means
of purchase orders in substantially the form then used by Federated for
purchases of merchandise for its own stores. Federated to purchase such Products
from vendors designated by the Company. Federated will then promptly confirm
such orders in writing and timely place corresponding purchase orders with the
vendors designated by the Company for such Products. Federated will use
commercially reasonable efforts to cause such vendors to comply with the
Company's
{PAGE}
specifications and timing requirements including by visiting and inspecting the
vendors' facilities. The Company may, at its sole cost and expense and to the
extent it deems appropriate, cause its employees and representatives to travel
to Federated's overseas offices and vendors' facilities in connection with its
negotiations for the purchase of Merchandise. Federated will test and inspect
the Products at no additional charge to the extent and in a manner substantially
consistent with the procedures applied to merchandise purchased by Federated for
sale in its own stores. Any additional testing or inspection win he performed as
reasonably requested by the Company at the Company's sole cost and expense.
(c) Standard of Care of Federated. Federated will use commercially
reasonable efforts to perform its duties and responsibilities hereunder, which
efforts will be deemed to have been taken to the extent that Federated uses the
same standard of care as it applies with respect to the sourcing of merchandise
for sale in its own stores.
(d) Limitations on Federated's Duties. Attached hereto as Exhibit A is
Federated's policy as of the date hereof with respect to the purchase of private
label merchandise for its own stores (the "Vendor Policy"). The Vendor Policy,
as amended from time to time, with respect to the application for the purchase
of private label merchandise for its own stores will apply to purchases of
Products hereunder. Federated reserves the right, in its sole discretion, to
refuse to source or procure Products should Federated determine that performance
may violate any applicable law or the Vendor Policy. In such cases, Federated
will notify the Company in writing as soon as reasonably practicable, but no
later than the date that Federated's own divisions and subsidiaries are so
notified (if applicable). In addition, Federated will notify the Company in
writing of any change in the Vendor Policy as far in advance as is reasonably
possible under the circumstances. Notwithstanding the foregoing, Federated may
not apply any change in the Vendor Policy to orders which are outstanding on the
date such change is instituted. The Company may purchase Merchandise from a
third party following Federated's written refusal to procure such Merchandise
and no compensation will be payable to Federated for such purchases.
(e) Forecasts by the Company. In order to facilitate Federated's sourcing
of Products, the Company will provide Federated from time to time and as
reasonably requested by Federated with forecasts of the quantity and type of
Merchandise the Company intends to purchase through Federated in the reasonably
foreseeable future, but in no event more than six months ahead of placing
orders.
(f) Maintenance of Records by Federated. Federated will provide to the
Company the summary and detailed invoice information with respect to each
purchase order and maintain reasonably complete and accurate records of all
Products ordered, in process, finished and/or in transit sufficient to support
such invoices and, at the request of the Company, provide reasonable access to,
or copies of, such records.
(g) Post-Order Responsibility. Once a purchase order has been submitted to
Federated, such order may not be substantially modified or cancelled by the
Company (unless the vendor agrees to the modification or cancellation, or the
vendor fails to comply with the terms of such purchase order, in which case the
rights of the Company will be governed by the terms of the purchase order
submitted to Federated) without Federated's prior written consent,
2
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which Federated will be obligated to give only if, upon the application of
commercially reasonable efforts, the corresponding order placed by Federated
with the vendor is so modified or canceled. In any event, all costs and expenses
incurred by Federated and paid to third parties resulting from any Company
modification or cancellation will be borne solely by the Company. Federated will
promptly advise the Company of all anticipated problems or delays in production
and/or delivery and will use commercially reasonable efforts to resolve any such
problems with its vendors. Federated will process any claims or disputes over
the quality, quantity or delivery of Products in accordance with Section 4(d)
and credit the Company with any financial settlement, payment or other financial
concession by a vendor actually effected in connection therewith.
(h) Delivery of Products. Delivery of Products by Federated will be deemed
complete and the risk of loss for such Products will pass to the Company, upon
delivery to (i) the distribution center specified by the Company located at
Carlstadt, New Jersey, South River, New Jersey or at another distribution center
used by the Company that is located within 50 miles of Carlstadt, New Jersey, or
(ii) another distribution center used hereafter by the Company that is located
farther than 50 miles from Carlstadt, New Jersey, provided that if the Company
asks Federated to deliver Merchandise to a distribution center that is farther
than 50 miles from Carlstadt, New Jersey, it will reimburse Federated for any
additional out-of-pocket costs incurred in connection with the delivery thereto
not included in the Loaded Landed Cost (as defined in Section 4(b)) for such
193285
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Aeropostale
As referenced in this Sourcing Agreement [Amended and Restated]:
Aeropostale, Inc. – RESTATED SOURCING AGREEMENT
This AMENDED AND RESTATED SOURCING AGREEMENT (this "Agreement"), is dated
as of July 22, 2002, by and among Federated Department Stores, Inc., a Delaware
corporation ("Federated"), and Aeropostale, Inc. ("Company"), successor in
interest to Specialty Acquisition Corporation, a Delaware corporation and
MSS-Delaware, Inc., a Delaware corporation.
RECITALS:
A. The Company conducts the retail sale of men's
_____________
Aeropostale, Inc. – Harry Frenkel
With a copy to:
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Fax: (513) 579-7354
Attention: General Counsel
7
{PAGE}
If to the Company:
Aeropostale, Inc.
1372 Broadway
New York, NY 10018
Attention: Julian R. Geiger,
Chairman and Chief Executive Officer
Any such notice or other communication will be deemed to have been given and
_____________
AEROPOSTALE, INC. – legally bound,
have executed this Agreement as of the date first above written.
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Leonard Marcus
-----------------------------------
Name: Leonard Marcus
Title: President & C.O.O. -FMG
AEROPOSTALE, INC.
By: /s/ Julian R. Geiger
-----------------------------------
Name: Julian R. Geiger
Title: Chairman & CEO
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{/TEXT}
{/DOCUMENT}
_____________
dt 1440245
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Federated
As referenced in this Sourcing Agreement [Amended and Restated]:
Federated Department Stores, Inc – AMENDED AND RESTATED SOURCING AGREEMENT
This AMENDED AND RESTATED SOURCING AGREEMENT (this "Agreement"), is dated
as of July 22, 2002, by and among Federated Department Stores, Inc ., a Delaware
corporation ("Federated"), and Aeropostale, Inc. ("Company"), successor in
interest to Specialty Acquisition Corporation, a Delaware corporation and
MSS-Delaware, Inc.,
_____________
Federated Department Stores, Inc – Federated: Federated Merchandising Group
11 Penn Plaza
New York, New York 10001
Fax: (212) 494-6822
Attention: Harry Frenkel
With a copy to:
Federated Department Stores, Inc .
7 West Seventh Street
Cincinnati, Ohio 45202
Fax: (513) 579-7354
Attention: General Counsel
7
{PAGE}
If to the Company:
Aeropostale, Inc.
_____________
FEDERATED DEPARTMENT STORES, INC – PAGE}
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date first above written.
FEDERATED DEPARTMENT STORES, INC .
By: /s/ Leonard Marcus
-----------------------------------
Name: Leonard Marcus
Title: President & C.O.O. -FMG
AEROPOSTALE, INC.
By: /s/ Julian R. Geiger
-----------------------------------
Name: Julian
_____________
dt 651032
;
| Specialty Acquisition Corporation
|
Preview
Full Doc
| 2002 |
Sourcing Agreement
Sourcing Agreement (34K)
Doc #1121589: Click preview link for longer preview.
<DESCRIPTION>KELLWOOD SOURCING AGREEMENT
<TEXT>
SOURCING AGREEMENT
This sourcing agreement (this "Agreement") is dated May 1, 2002, and is between
DESIGNS, INC., a Delaware corporation ("Designs"), and KELLWOOD COMPANY, a
Delaware corporation ("Kellwood").
Designs is engaged in the business of retail sale of apparel and accessories
("Merchandise") at retail locations throughout the United States. Designs has
submitted a bid . . .
1121589
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Casual Male Corp.
As referenced in this Sourcing Agreement:
Casual Male Corp. – Merchandise") at retail locations throughout the United States. Designs has
submitted a bid to acquire, subject to Section 363 of the U.S. Bankruptcy Code,
substantially all the assets of Casual Male Corp. , a Massachusetts corporation,
and certain related entities (collectively, "Casual Male"; that acquisition, the
"Casual Male Acquisition") and has entered into an agreement with
Kellwood under which Kellwood has agreed,
_____________
dt 1368045
;
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Citibank
As referenced in this Sourcing Agreement:
Citibank,
N.A. – the Payment Deadline
will accrue interest daily from the Payment Deadline until paid in full at an
annual rate equal to the lesser of (1) the prime rate announced by Citibank,
N.A. from time to time plus 3% and (2) the maximum rate allowed by law.
2.5 Claims. Kellwood shall, at the request of Designs, accept the return of
Products
_____________
dt 1479318
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Preview
Full Doc
| 2002 |
Sourcing Agreement
Sourcing Agreement (55K)
Doc #1215857: Click preview link for longer preview.
SOURCING AGREEMENT
This SOURCING AGREEMENT (this "Agreement"), dated as of July 31, 1998,
by and among Federated Department Stores, Inc., a Delaware corporation
("Federated"), Specialty Acquisition Corporation, a Delaware corporation
("Specialty"), and MSS-Delaware, Inc., a Delaware corporation ("MSS" and,
together with Specialty, the "Company"),
RECITALS:
A. Federated Specialty Stores, Inc. and Specialty are parties to an
Acquisition Agreement, . . .
1215857
| |
Federated
As referenced in this Sourcing Agreement:
Federated Department Stores, Inc – lt;DESCRIPTION>SOURCING AGREEMENT
<TEXT>
<PAGE>
Exhibit 10.12
SOURCING AGREEMENT
This SOURCING AGREEMENT (this "Agreement"), dated as of July 31, 1998,
by and among Federated Department Stores, Inc ., a Delaware corporation
("Federated"), Specialty Acquisition Corporation, a Delaware corporation
("Specialty"), and MSS-Delaware, Inc., a Delaware corporation ("MSS" and,
together with Specialty, the "Company"),
RECITALS:
A. Federated Specialty
_____________
Federated Department Stores, Inc – accordance with this Section
13):
If to Federated:
Federated Merchandising Group
11 Penn Plaza
New York, New York 10001
Fax: (212) 494-6822
Attention: Harry Frenkel
With a copy to:
Federated Department Stores, Inc .
7 West Seventh Street
Cincinnati, Ohio 45202
Fax: (513) 579-7354
Attention: General Counsel
10
<PAGE>
If to the Company:
Specialty Acquisition Corporation
11 Penn Plaza - 6th
_____________
FEDERATED DEPARTMENT STORES, INC – heading had been omitted.
12
<PAGE>
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date first above written.
FEDERATED DEPARTMENT STORES, INC .
By:/s/ Dennis J. Br. Derick
-----------------------------------
Name:Dennis J. Br. Derick
Title:Senior Vice President,
General Counsel and
Secretary
SPECIALTY ACQUISITION CORPORATION
By:/s/Julian R. Geiger
-----------------------------------
Name:Julian
_____________
dt 1541946
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