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Transaction Management Services Agreement

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Sectors: Retail
Effective Date: June 10, 1999
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EXHIBIT 10.8


TRANSACTION MANAGEMENT SERVICES AGREEMENT


THIS AGREEMENT is dated as of June 10, 1999 and is by and between PRIORITY FULFILLMENT SERVICES, INC., a Delaware corporation ("PFS") having an address at 500 North Central Expressway, Plano, Texas 75074, and GLOBAL SPORTS INTERACTIVE, INC., a Delaware corporation ("GSI") having an address at 555 South Henderson Road, Suite B, King of Prussia, PA 19406.


PFS provides various transaction management services, including Web order processing, inbound call handling, order entry, warehousing and distribution, credit management and collection and information management, to manufacturers, resellers and marketers of products.


GSI wishes to retain PFS to provide the transaction management services described herein.


IN CONSIDERATION of the mutual covenants contained herein, the parties intend to be legally bound as follows:


1. Statement of Work; Products. During the term of this Agreement, and subject to the terms and conditions set forth herein, PFS will provide the transaction management services described herein and in the attached Statement of Work (the "Statement of Work"). PFS will provide its services with respect to various products designated by GSI (the "Products"), provided, however, that the list of Products shall be subject to the mutual agreement of the parties and shall be set forth on a Schedule to be attached to the Statement of Work. Upon mutual agreement, the list of Products may be increased, decreased or otherwise modified during the term of this Agreement. GSI will provide PFS with all necessary information regarding the Products (including part numbers, descriptions, cost, etc.) as PFS may reasonably require in order to perform its services hereunder.


2. Services. PFS represents, warrants, and covenants that all services performed pursuant to this Agreement shall be performed by qualified personnel with the proper skill, training, and experience so as to be able to perform competently and in a manner consistent best industry practice and that all work shall be performed in accordance with this Agreement.


3. Staffing. PFS represents, warrants, and covenants that it is and shall remain sufficiently staffed and equipped to fulfill its obligations under this Agreement.


4. No Imputed Employees. PFS represents, warrants, and covenants that neither PFS, PFS personnel, nor any other employee or subcontractor of PFS shall be, or shall be deemed to be, an employee of GSI for any purpose whatsoever. In conformance with and without limitation on any application of the foregoing sentence, PFS shall be solely responsible for payment of compensation and any other costs attendant to employment of employees of PFS and its subcontractors, including any amounts that may


be due as prevailing wages under law applicable to any such employees assigned to perform services pursuant to this Agreement, and for payment of all workers compensation, disability benefits, and unemployment, social security, and other payroll taxes and any other costs on those of its employees and its subcontractors' employees who are engaged in the performance of the services provided pursuant to this Agreement.


None of the forgoing provisions apply to GSI employees.


5. Distribution Center. During the term of this Agreement, and as more fully set forth in the Statement of Work, Products will be shipped to, and stored at, the PFS distribution center (the "Distribution Center"). GSI is responsible for all freight, handling and importation costs in delivering the Products to the Distribution Center. GSI is responsible for administering and managing the shipment and delivery of Products to the Distribution Center and will provide PFS with rolling monthly projections of Product shipments and deliveries. PFS will unpack and store all Products delivered to the Distribution Center in accordance with the terms of the Statement of Work.


6. Sales and Marketing. GSI is responsible for all sales and marketing of Products and will provide PFS with all necessary information regarding sales and marketing, including pricing, documentary requirements, etc., as PFS may reasonably require in order to perform its services hereunder other than providing the services set forth in this agreement. Upon mutual agreement, PFS will assist and cooperate with GSI in implementing sales and marketing programs which may be established by GSI from time to time.


7. Order Entry and Processing. PFS will provide order entry transaction management services and an inbound call center for incoming sales orders, using the PFS call center operations in accordance with the statement of work. To the extent Product is available in the PFS Distribution Center, PFS will pick, pack and ship the Products in accordance with the Statement of Work and GSI's shipping instructions. PFS will have no liability except as otherwise noted in this agreement for freight and shipping costs. GSI will provide PFS with all necessary Product information (including pricing, technical information, etc.), call center scripts and similar information, including Product personnel training, as PFS may reasonably require to perform its services hereunder.


8. Transaction Management. GSI will provide PFS with all necessary transaction management information, including customer and credit guidelines and limits and returns criteria, as PFS may reasonably require in order to perform its services hereunder. PFS has no responsibility with respect to the adequacy of such guidelines, limits or criteria. Payments for all Products shall be in accordance with the collection and remittance procedures set forth in the Statement of Work. Except for the limited purpose of performing its services hereunder, PFS shall not be deemed an agent or representative of GSI, nor shall PFS have any authority to make any representation or commitment on the part of GSI. For all purposes, GSI, and not PFS, shall be deemed the seller of all Products to customers. GSI shall retain title to all Products and PFS shall not pledge, encumber or grant any security interest in or to the Products at any time.


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9. Exceptions. In performing its fulfillment services hereunder, PFS shall act in accordance with, and shall be entitled to rely upon, the GSI authorized instructions and authorizations received from GSI, including all customer, credit, shipping, allocation, pricing and other information and instruction as shall be provided to PFS hereunder.


10. Sales Tax. Except as set forth in the Statement of Work, PFS
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