Complaint Limited Up to 10KCal. Super. - 6th Dist.November 4, 2020lO ll 12 l3 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 26 27 28 CAINE & WEINER COMPANY, INC. FRY’S ELECTRONICS, INC.; and DOES l to lO inclusive, E-FILED 11/4/2020 1:23 PM Steven Friedland, Esq. (#170453) Ckyk9fcoun 5805 Sepulveda Blvd., 4w Floor SUpenorC0w10fCAv Sherman Oaks, CA 91411 County of Santa Clara Telephone: 818-908-6860 20CV373059 Facsimile: 866-813-449]. Reviewed By_ D Harris Attorney for plaintiff SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA (Limited Jurisdiction) Case No; 20CV373059 COMPLAINT FOR DAMAGES FOR BREACH OF CONTRACT, UPON OPEN BOOK ACCOUNT, ACCOUNT STATED AND QUANTUM VALEBANT Plaintiff, VS. (Amount in controversy does Defendants. not exceed $10,000) vvvvvvvvvvv Plaintiff alleges: FIRST CAUSE OF ACTION (Breach of Contract) At all material times hereto plaintiff, Caine & Weiner Company, Inc., has been a California corporation doing business as a collection agency. Plaintiff is informed and.believes and thereon alleges that at all material times hereto, defendant, Fry’s Electronics, Inc., has been a California corporation carrying on business in the l Plaintiff’s Complaint lO ll 12 l3 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 26 27 28 city of San Jose, county of Santa Clara. The true names and capacities of defendants named herein as Does l to lO inclusive, are unknown to plaintiff at this time, who therefore sues said defendants by such fictitious names; plaintiff will ask leave of court to amend this complaint to insert the true names and capacities of such fictitiously named defendants when they have been ascertained. Plaintiff alleges on information and belief that such defendants are responsible for the debts hereinafter alleged. Plaintiff is informed and believes and thereon alleges that, at all times herein mentioned, each of the fictitiously and specifically named defendants herein was the agent, servant or employee of each of the remaining defendants and was at all times herein mentioned acting Within the course and scope of such agency, authority and employment. This action is INN: subject to 11KB provisions <3f sections 1812.10 or 2984.4 of the California Civil Code. The obligations and claims sued upon herein were made and entered into and, by the terms thereof, were made payable in the instant judicial district. Prior to the commencement of this action, TEAC America, Inc., assigned to plaintiff all of its right, title and interest in and to this claim and plaintiff is now the lawful owner and holder thereof. During the last four years, pursuant to a written agreement, plaintiff’s assignor sold and delivered goods and.materials to defendants, at their request, the value of which defendants agreed to pay thereon. Pursuant to said agreement, defendants 2 Plaintiff’s Complaint lO ll 12 l3 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 26 27 28 10. ll. 12. 13. // // agreed to pay attorney fees in the event of default. A copy of the agreement is attached hereto as exhibit “A”. Plaintiff’s assignor has performed all conditions and_promises required to be performed in accordance with the terms and conditions of said contract. Defendants have breached the terms and conditions of said contract by failing to pay the agreed upon consideration. As a result of defendants' breach of said contract, plaintiff has incurred damages in the sum of $8,199.48 together with interest at the legal rate of 10% per annum from February 28, 2020. SECOND CAUSE OF ACTION (Open Book Account) Plaintiff incorporates the allegations of paragraphs l through 11 of the first cause of action as though fully set forth. Within four years preceding the commencement of this action, at the defendants' special instance and request, defendants became indebted to plaintiff’s assignor in the sum of $8,199.48 for a balance due on a book account as defined by section 337a. of the California Code of Civil Procedure for goods and material sold and delivered by plaintiff’s assignor to defendants. No part of said sum has been paid, although demand has been made, and there is now due, owing and unpaid the sum of $8,199.48 together with interest at the legal rate of 10% per annum from February 28, 2020. 3 Plaintiff’s Complaint lO ll 12 l3 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 26 27 28 l4. 15. l6. l7. l8. 19. // // THIRD CAUSE OF ACTION (Account Stated) Plaintiff incorporates the allegations of paragraphs l through 11 of the first cause of action as though fully set forth. Within four years preceding the commencement of this action, an account was stated by and between plaintiff’s assignor and defendants, wherein it was ascertained, determined and agreed that defendants were indebted to plaintiff’s assignor in the sum of $8,199.48 together with interest at the legal rate of 10% per annum from February 28, 2020 which amount remains unpaid despite defendants’ promise to pay. FOURTH CAUSE OF ACTION (Quantum Valebant) Plaintiff incorporates the allegations of paragraphs l through 11 of the first cause of action as though fully set forth. Within four years last past, plaintiff’s assignor sold and delivered goods and materials to defendants at the request of defendants, the value of which defendants agreed to repay therefor. The value of said goods and materials at the time of performance and delivery was $8,199.48. No part of the above sum has been paid although demand has been made therefor, and there is now due, owing and unpaid the said amount of $8,199.48 together with interest at the legal rate of 10% per annum from February 28, 2020. 4 Plaintiff’s Complaint lO ll 12 l3 l4 15 l6 l7 l8 l9 20 21 22 23 24 25 26 27 28 WHEREFORE, plaintiff respectfully prays for judgment against defendants as follows: l. For damages on the first, second, third and fourth causes of action in the amount of $8,199.48; 2. For interest thereon at the legal rate of 10% per annum from February 28, 2020; 3. For costs of suit incurred herein; 4. For reasonable attorney fees; and 5. For such other and further relief as the court deems just and equitable. Dated: October 29, 2020 5 Steven Friedland Attorney for plaintiff Plaintiff’s Complaint I" - fn o -'V -irijs GLGCTROniCSHome Office - 600 East Brokaw Road - San Jose, CA 95112 - (408) 487-4500 VENDOR AGREEMENT .; ^DAudio/Video Dept. Appliance/Telecommunications Dept. Company Name: *T£AC AAAsft-vCftf irfC , Telephone: ('b'lP) ) - *1Z-(> - Q ^0^ Address: *~1H ‘fr ’S T &0AQH A-OA^ City: 5tate: CA Zip: ?0CK 0 Name of Sales Contact: Name of Accounting Contact: 5*0 AtHtpA-S ;i. 2. 1. 2. 3. 4. C. 1. 2. 3. 4. 5. 6. D. 1. 2. 3. 4. 5. 6. 7. INTRODUCTION In order to formalize our relationship, we require all Vendors to sign a Vendor Agreement with Fry's Electronics, Inc. (Fry's). This Vendor Agreement will serve to clarify any questions you may have on how Fry's does business with its Vendors. It is our desire to establish a relationship that is beneficial to us both, Fry's conducts its1 business in accordance with the highest professional and ethical standards. Fry's policy prohibits the solicitation or acceptance of any bribe, kickback, or gratuity by any Fry's employee in the transaction of its business, unless the gratuity has been pre-approved in writing by either Fry's President or Executive Vice President. The payment of any bribe, kickback, or gratuity is not a condition for doing business with Fry's. Vendor shall report any violation of this policy to Fry's Executive Vice President or President located at 600 East Brokaw Road; San Jose, California 95112;(408) 487-4500. TERMS OF PRICING - The following terms of pricing shall be deemed to be included in all Fry's purchase orders: For products that are purchased directly from the manufacturer, the Vendor agrees that all prices offered to Fry's will be no higher than any other reseller for the same quantity purchased. All product in stock and/or owned by Fry's, the price of which is reduced by Vendor, shall be covered by price protection in the form of a credit by Vendor and/or debit memo by Fry's without any requirement that Fry's buy additional product. Price protection is the amount equal to the cost difference multiplied by the quantities Fry'.s has in inventory. If there are no outstanding invoices to offset, Vendor shall pay Fry's, in the form of a check, the amount of the price protection. When calculating inventory, the last 30 days of sales will be included. Vendor guarantees that if Vendor utilizes the services of a third-party sales representative, that the prices offered to Fry's would be no more than the prices offered to Fry's if in a direct relationship with Vendor. TERMS OF PURCHASE - The following terms of purchase shall be deemed to be included in all Fry's purchase orders: Payment terms must be at least 2%. All payment terms are from the date that Fry's receives the goods. Verification of date of receipt may be obtained by the Vendor from the Shipper based on the Bill of Lading signature date. Under no circumstances shall Fry's be liable for interest, service charges, late charges, or similar charges incurred due to late payment. Fryfs has the right to offset credits against any outstanding invoices. These credits include, but are not limited to, returned merchandise credits, market development funds, co-op advertising funds, or price protection credits. All purchase orders are for immediate shipment unless specifically written as a future order. Vendor performance is continually reviewed by the length of time it takes to receive and turn each product. TERMS OFSHIPPING - The following terms of shipping shall be deemed to be included in all Fry's purchase orders: as shipping, handling, or insurance. Title to and risk of loss of the product shall remain with the Vendor until received by Fry's. Product damaged in transit will be refused and shall promptly be removed from the Fry's store where delivered by Vendor at Vendor's expense. Any and all shortages shall be deducted from the invoice, including concealed shortages. Fry's will not accept delivery of product shipped via United States Postal Service. All United Parcel Service shipments must be accompanied by a packing list attached to each and every carton delivered. All product shall be shipped at Vendor's expense to the individual Fry's store designated in the purchase order. Fry's will pay only the cost of the product received and will deduct from the invoice any additional line item charges such E. TERMS OF RETURN OF PRODUCT - Fry's shall have the following rights to return product purchased from Vendor 1. 2. 3. 4. Fry's may return any product purchased from Vendor for any reason, with or without original packaging, up to the opening dollar amount of the initial order,within an initial sixty (60) day trial period, for a full refund of the purchase price of the returned product Vendor shall pay freight charges for any product from opening order returned by Fry's. Upon the termination of Vendor's relationship with Fry's, Fry's may return any product purchased from Vendor in Fry's inventory at the time of termination fora full refund of the purchase price of the returned product. No restocking or similar fees shall be charged by Vendor for any returned product. E - 26.514 1 Vendor Agreement-AV-AT - Page 2 of 6 5. All returned product will be a credit against other purchases by Fry's, which will not furnish invoice numbers nor serial numbers from the original invoices. If there are no outstanding invoices to offset, Vendor shall pay Fry's for returned product. \ 6. Vendor hereby issues to Fry's the following blanket Returned Merchandise Authorization Number for the return of defective merchandise, customer dissatisfaction returns, products that have been discontinued by manufacturer, products returned within the initial 60-day trial period, or products returned at the time of termination of the Vendor's relationship with Fry's. Vendor shall not cancel or change Return Merchandise Authorization Number without Fry's written consent. 7. Cost of shipment and risk of loss of defective merchandise, customer dissatisfaction returns, or products that have been discontinued by manufacturer shall be at Vendor's expense. F. WARRANTY & INDEMNITY 1. Vendor warrants that all products sold to Fry's shall be free of ail defects for a period of one (1) year from date of initial purchase by a Fry's customer. In Fry's California stores, this is per Civil Code §1790-1795.8, Song-Beverly Consumer Warranty Aa. Any product purchased by Fry's from Vendor, which is returned by a customer of Fry's for defect, shall be returned to Vendor for credit, repair; or replacement in accordance with the terms of return above. 2. Vendor warrants that all products sold to Fry's are properly licensed and do not violate or infringe any copyrights, trademarks,or patents. 3. Vendor shall save, defend and indemnify Fry's and all its subsidiaries, agents, shareholders, affiliates, and employees against any and all claims for damages or other legal or equitable remedies arising from or related to the sale of products purchased from Vendor including, but not limited to, claims for product liability,claims for false advertising, claims for unfair business practices, claims for antitrust, claims for patent, trademark, trade name or copyright infringement,Including statutory damages,or breach of warranty. With respect to any such claim, the indemnitees may, at their option,be represented by counsel of their choice at Vendor's expense. I 4. Vendor is required to name Fry's as an additional insured on Vendor's general liability insurance policy. Vendor must provide a valid certificate of insurance evidencing such coverage to Fry's. G. ADVERTISING,MARKETING DEVELOPMENT FUNDS 1. Vendor has the responsibility to develop demand for its products and to ensure that product is available to meet demand. The Vendor is encouraged to state in its.advertising that its product is available to Fry's. Fry's shall pre-approve, in writing, any use of its name or logo. 2. Fry's would like the opportunity to support and promote Vendor's products in its local markets, as well..To do this, it is expected that the Vendor will provide on-going financial support for advertising and regular marketing efforts. The Vendor may also be asked for support on occasion for special Fry's marketing events, such as new store openings and specialized media campaigns. Program details are available through the Purchasing Department. 7- _ 3. For all orders, Vendor agrees to allow Fry's to deduct ' ! {/ £- percent ( S %) of the invoice amount to cover these expenses. A minimumof five percent (5%) co-operative advertising funds will be deducted quarterly. Vendor is encouraged to maintain contact with the buying organization to ensure that Vendor’s products are being properly marketed, fry's will not supply proof of performance with respect to co-operative advertising. 4. In addition to the minimum 5% co-operative advertising, vendor may also be asked to participate in radio, television and/or print advertising campaigns to develop markets. Any such advertising shall be the subject of a separate agreement. All agreed-upon print advertising shall be paid for by Vendor at the retail column inch rate. All agreed-upon radio or television advertising shall be paid for by Vendor at prevailing rates. Any discount received by Fry'S from prevailing rates shall be retained by Fry's. Fiy's will not supply proof of performance with respect to co-operative advertising. H. REBATES Whereas, from time to time,Vendor may offer rebates to consumers purchasing Vendor's products at Fry's retail stores and/or via Fry's- intemet web site, Fry5Outp0st.com. In connection with such rebate offers, the Parties acknowledge and agree that: I. Vendor will adhere to Fry's Rebate Guidelines,attached hereto as Exhibit A.which are subject to change by Fry's upon reasonable written notice to Vendor; 2. Each rebate offer shall be subject to review and approval by Fry's and shall be subject to the terms of this agreement; 3. A rebate form substantially similar to Fry's P.O.S. Rebate Form, attached hereto as Exhibit B.shall be generated by Fry's and provided to consumers at the point of purchase. With respect to each rebate offer.Fry's shall modify the same rebate form to reflea the terms and conditions of Vendor's rebate offer and submit to Vendor for review/approval; 4. Vendor, or the fulfillment house It has retained, shall accept the Fry's-generated rebate form from consumers as a qualified form for submission; 5. Nothing herein shall limit Vendor's responsibility for honoring,at its sole cost and expense, all aspeds of the terms and conditions of its' rebate offer as communicated on the rebate forms approved by Vendor; 6. Unless otherwise agreed to in writing,Fry's sole responsibility relating to any rebate offer is limited to publishing and making the rebate forms, as approved by Vendor,available to consumers in a commercially reasonable manner; 7. Prior to or during any rebate offer,Fry's in its sole discretion may require Vendor to provide,and Vendor agrees to promptly provide,certain reasonable assurances to Fry's that Vendor can and will meet its rebate payment obligations to consumers; 8. Vendor shall indemnify,defend, and hold Fry's harmless from any claim,demand,suit, or cause of aaion ('Claim') arising directly or indirectly from a rebate offer or from a material breach of any of Vendor's obligations and/or representations under this Agreement; 9. Vendor will be charged a 520 processing fee by Fry's for every customer rebate that Fry's must process due to Vendor's failure to meet their obligations as required by Vendor's rebate agreement with Fry's customer. This fee will be deducted from any amounts.owed to Vendor by Frys, and if no amount is owed,Vendor will make payment to Fry's within ten (10) days of Fry's request for payment. 1 E - 28.514 I. SERVICE 1. Vendor will assist Fry’s in obtaining a factory authorized service center status on all of the Vendor's products. 2. Vendor will assist Fry's service organization in procuring parts and obtaining technical service information. 3. Vendor will reimburse Fry's at competitive rates for all in-warranty service work provided by Fry's. 4. If the Vendor fails to issue an RMA number for units to be repaired, Fry's will replace the units and charge Vendor for replacement. 5. If Vendor fails to return repaired or unrepaired units to Fry's, Fry's will replace units and charge Vendor for replacement. 6. If Vendor fails to provide replacement parts to Fry's, or fails to repair any unit within fifteen (15) working days from date of request, Fry's will replace the unit and charge Vendor for its replacement. 7. Vendor must provide repair services within the State of California, or Fry's will charge Vendor for any shipping expenses incurred. 8. Vendor will consider date the unit was checked into any Fry's Service Department as the date of warranty entitlement. 9. If the unit has a wholesale value of less than $99,99, but more than $50.00, Vendor must make available to Fry's technical support information and replacement parts for a period of three (3) years from final date of manufacture. 10. If the unit has a wholesale value of more than $100.00, Vendor must make available to Fry's technical support information and replacement parts for a period of seven (7) years from final date of manufacture. J. ELECTRICAL TESTING & CERTIFICATIONS 1. Vendors selling products to be sold at Fry's stores located in the City of Los Angeles agree that they will complete all Los Angeles code-required electrical testing and subsequent labeling of all electrical equipment that will be displayed, offered for sale, or employed for personal or . business use. W 2. Electrical Equipment includes material, fitting devices, appliances, fixtures, apparatus and the like used as part of, or in connection with, an electrical £ installation. 3. An electrical installation is defined as, in essence, machines or apparatus operating on alternating current. An example would be items which are directly plugged Into the wall. 4. If testing and labeling requirements are not adhered to, Fry's shall remove the product from sale, use, or display and shall return the product for credit in the amount of its purchase price as provided in the terms of return above. K. GENERAL TERMS OF AGREEMENT -The following general terms shall apply to this Agreement: 1. The relationship between both pry's and Vendor will begin on the date the Vendor Agreement is completed and signed by an officer or agent of Vendor's company and an authorized representative of Fry's. 2. The terms of this Agreement shall override and supersede any conflicting terms in any other document between the parties including, but not limited to, Vendor's invoices. 3. All chargebacks (such as unearned payment terms, deductions for shortages, price protection, advertising, return product shortages, return product pricing errors! aged more than sixty (60) days will require-the Vendor to immediately place Fry's on Credit Hold, otherwise the chargeback will be forgiven by Vendor and Fry's will no longer be liable for the chargeback. Chargebacks are not considered to be shipped invoices. 4. All notices should be sent to: Kathryn J. Kolder, Executive Vice President Fry's Electronics, Inc. 600 E. Brokaw Road San Jose, CA 95112 5. If legal action is necessary to enforce or interpret this Agreement or any of its provisions, the prevailing party shall receive its reasonable attorneys' fees and costs from the non-prevailing party. • 6. Vendor and Fry's agree that they and their employees will maintain, in confidence, the terms and provisions of this Agreement, as well as all data, summaries, reports, or information of all kinds, whether oral or written and. that they will not reveal the same to any persons not employed by the other party except at the written direction of the other party or to the extent necessary to comply with the law or the valid order of a court of competent jurisdiction in which the disclosing party shall so notify the other party as promptly as practicable (and if possible, prior to making the disclosure) and shall seek confidential treatment of such information, or connection with the judicial proceeding. 7. This Agreement may be terminated by either party upon thirty- (30) days written notice to the other party. All agreements of Vendor contained herein including, but not limited to, those related to returns, warranty, and indemnity shall survive termination. 8. The parties agree that the place of making and performance of this Agreement is the Gty of San Jose, County of Santa Clara, State of California and that the exclusive venue for any action to enforce or for breach df this Agreement shall be in the Courts of the State of California, in the County of Santa Clara. 9. This Agreement shall be interpreted and construed according to the laws of the State of California. 10. In the event that any one or more of the provisions, or parts of any provisions, contained In this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision, or part of any provision, had never been contained herein. 11. The person signing on behalf of Vendor is an authorized representative of Vendor and has the power and authority to enter into this Agreement on Vendor's behalf. i : E - 28.514 Vendor Agreement-AV-AT - Page 4 of 6 L' VENDOR REFERENCE INFORMATION - Vendor must supply the followingInformation: 1. Complete Legal Name of Company: *~T ^ 2. Address: *JI^IET ft /LSAĴ City: /ACtMTSV^rW-ts State: OA Zip: ^0 C M 0 3. Telephone Number ( *^7.1 ) - TL(B - E-Mail Address: C TTs-ft C- CCM 4. The company mentioned above is a: cComoration^ Partnership 5ole Proprietor Other : 5. Taxpayer I.D. # ^ -. ~*2.H? )MlM OR 5ocial Security Number: - - 6. * Name of the bank thatthe Vendor uses and the person to contact at this bank for reference information: Bank Name: u,N> \ Qp Ct $r cAi- iFeAtJl A Contact Name: /AvfrfcM MAKiNik 7. Address: M45 FVGVfrft-oA 5T. City: t-o? A-*1 Cy \-̂ S State: CA Zip: 00~11* \ (,5 % 8. Telephone Number ( *7 ^3 ) - E-Mail Address: '; 9, Name of the Merchandising & Operations Supervisor AT FRY'S who will be Vendor's contact AT FRY'S: Name: 1^AQVX- /\ I) O^TyPo -̂^ E-Mail Address ® Fry's: f Sa\^/S) 1. C. O*̂10. Name of Vendor Contact Person should there be any difficulties processing this Agreement: btTftdrH feANI S Telephone Number - *17~> - *Tk7.M E-Mail Address: fcftAvuS <2 TLNVC.CoM M. FRY'S CURRENT BILLING ADDRESS Fry's current billing address is: Fry's Electronics,Inc. Accounts Payable Dept. 600 East Brokaw Road 1 San Jose, California 95112. All invoices or communications regarding invoices should be sent to this address until further notice. » - - I HAVE READ THE ABOVE MENTIONED AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS: VENDOR FRY'S ELECTRONICS, INC. Date /<£ /<^S" /7Mml== ntie: (Must Be An Officer) Print Name: Date _L/ jL.l^hn By=_^=Title: EVtoĴK H'f Print Name: ^ {C^ E - 28.514 p-p Vendor Agreement-AV-AT - Page 5 of 6 rri)rs GLecTRonics Exhibit A VENDOR REBATE GUIDELINES X 1. 2. 3. $a. b. An original receipt cannot be requested as proof of purchase. Only a photocopy of the receipt can be accepted. Postmark ofcadline date must be a minimum of 30 days from the end of the offer, or from the datemf purchase. All Fry's-funded rebate deadlines must be 30 days from the end of the offer. If a service agreement^pplies requiringan activation peHod, then the postmark date must be a minimum of 30 days after the activation period. A toll-free number n^ust be provided by the vendor on the rebate form so customers can inquire on the terms of theoffer or check the statbs of their rebate. The field used to populate the toll-free number oh the form does not allow for an extension to be entered. • / Toll-free number must remain active for a minimum of 6 months after the offer end date. * Live operator must be available to the consumer. Live operator option must be clearly identified in any automated scripting. \ / If a message is left,consumer should receive call within 48 hours. / Must be able to call toll-free from anywhere in the U.S. . / All rebates that incjude verbiage such as the following, cannot be advertised: a.- "The manufacturer reserves theSnght to alter a rebate at any time." b. "The manufacturer reserves the ri^ht to cancel a rebate at any time."c. "Offer is valid while supplies last.A. / d. Any promotional language (i.e., "Goto www- .com to find out more about our products.") e. If an offer states "Not valid with any oOter offer," thdn a specific offer name or number must be listed. f. Solicitation verbiage (i.e., "By submission, of thisiorm,you agree to ...." ' g. The customer's e-mail address may be requested but not required as a condition for payment.. 5. ' All rebates must be fulfilled within 8 weeks of date of)eceipt of rebate form. 6. Rebates sent wjth a rain check quote dated within tKe promotional period must be honored, regardless.of actual purchase date, as long as mailed within postmark/aeadlinevdate. 7. Any requested changes made to a vendor-fundda approved otfer will require written and signed notification of the change directly from the vendor before the change can be maoe. 8. \ Rebates may not ask the customer to send/fn a self-addressed,stamped envelope. 9. • Rebates may not require the customer t/pay for any of the rebate processing costs. 10. Rebates need to be recognized by thp vendor and the participating fulfilment center for a minimum of 6 months . from the offer end date. / \ 11. The fulfillment center address, toll-free number, proof of purchase requirements, and the terms and conditions must be provided to Fry's priot/to the rebate being entered in the rebate dawbase. Changes made to reviewed offers may result in additional set-up fees. . \ 12. Information already listed dn the rebate form cannot be repeated (i.e., offer date,postmark date,proof of purchase requirements). / \ 13. Gift checks or certificates are not acceptable on any rebate offer. \ 14. Unqualified consumers must receive an unqualified letter with resubmission instructions within 8 weeks of original submission. The.Unqualified letter must include: \ a. The reason fortne unqualified letter. \ b. The resubmtoiion instructions. V 15. Vendor agrees that Fry's may deduct from any payments otherwise owed to Vendor all rebates,which Fry's may in its sole discretion pay to consumers as a result of Vendor's failure to honor rebate requests.. \ 16. Please/Use these guidelines and the rebate form template (see next page) to verify what can or cannot be changed. y E - 2B.514 rw ,Q Exhibit B REBATE TEMPLATE \ •: Rbt Limit: Vendor: Pleaj< complete sections in bold: -I INV #: Item: UPC: Desc: Rbt Qty: Name: . Address: City/State/Zip: Phone: Proof of Purchase Requirements: Mail To: TERMS AND CONDITIONS: If you have any'questions or wish to check on the status of your rebate,pleas/call our toll-free number at: Information on left is completedby: Fry's 4- Vendor 4- Customer 4- Vendor: NOTE: There can be no more than 44 characters per l^e in the Proof of Purchase Requirementssection. I 4- Vendor: NOTE: There can be no more than 44 :haracters per line in the Mail-To section. 4- Vendtor: NOTE: There can be no more than 44 character\per line in the Terms & Conditions section. i 4- Vendor: NOTE: There can be rr^ more than 10 digitsfor an 800 number. /> V 1P 0< E - 28.514 / 051110 §r L CTROniC5ri|5 QUARTERLYREBATE PROGRAM In order to effectively drive sales of vendor product, the vendor will provide ongoing financial support. The vendor agrees to allow Fry’s to deduct a percentage of •. quarterly net purchases. This approval remains in effect unless notified in writing •? with a 30 (thirty) day advance notice. Effective Date: (circle to choose one) ^ Fry’s ’06 Fiscal quarter #3 Beginning 10/31/05 or Fry’s ’06 Fiscal quarter #4 Beginning 1/29/06 Program can only begin at the start of a Fry’s Qtr. (either current or next qtr.) Vendor: T^ i r t t . Vendor #. Dep # Amount available T % of net purchases (deducted at close of each quarter) Vendor Signature: jjjjojgr Date M&O Supervisor Signature: Date Fry's M&O Director or Manager Signature: _ /__/_ Date Advertising Director or Manager Signature: _/_ Date Adv. Dpt. Use Only Rec’d / Ent’d XL / Cntrct
