HomeMy WebLinkAboutWALMART - CONTRACT - CONTRACT - WALMART LIGHTING PROGRAMMark -Down Promotional Fee Agreement for Fall 2006 Efficient Lighting Program
Wal-Mart Ganeral Electric and City of Fort Collins, Colorads-
AGT 0 FC2000-07
Wal-Mart Stores, Inc. (Retailer), General Electric Company (Manufacturer), and City of Fort Collins, Colorado
(Sponsor) hereby jointly agree to participate in a special "mark-down promotional fee" program in order to
promote the sale of ENERGY STAR® qualified lighting products through two Retailer stores located in the
Sponsor's service territory (Exhibit "A"). The Sponsor will pay a markdown incentive fee to the Manufacturer for
each eligible product sold through Retailer at a discounted price under the terns of this Agreement. This is a
component of the Sponsor's fall 2006 Efficient Lighting Program.
Exhibit `B" lists the products eligible for the mark-down incentive, the mark-down incentive amount per product
sold, the regular and discounted retail prices, customer sales limit, estimated quantities of products and the not -to -
exceed limit on the Sponsor's funds under this Agreement. At the option of the Sponsor, based on actual sales
during the promotion, a change order may be issued to increase/decrease quantities of this Agreement.
Article 1. Term
This promotion and Agreement shall be effective for qualifying retail sales on or after October 1, 2006 and no
later than December 15, 2006. The parties may agree in writing to extend the term of this Agreement.
Article 2. Retailer Promotional Parameters
Exhibit "C" lists the manufacturer and retailer promotional parameters pertinent to this Agreement. Manufacturer
and Retailer will cooperate with these promotional parameters.
Article 3. Reimbursement Stipulations
All of the following stipulations must be met in order for retail sales to be eligible for markdown incentive
reimbursement payment from Sponsor:
The lighting products listed in Exhibit `B" comply with the current ENERGY STAR® lighting requirements,
which are listed on the ENERGY STAR web site (www.energystar.gov).
2. All products sold under this Agreement are labeled with the ENERGY STAR® label, on both the product
itself and the retail packaging.
All Retailer or Manufacturer -produced point -of -purchase and advertising materials related to this promotion
must be approved by the Sponsor before production and placement of this material.
4. All Redemption/Invoice Guidelines listed below are adhered to.
5. All Manufacturer and Retailer Promotional Parameters included in Exhibit "C" are adhered to.
6. The Retailer or Manufacturer provides actual store sales data on the products listed in Exhibit `B" of this
Agreement, for the period of the promotion as well as for the three-month period prior to the promotion start
date and the three-month period following the end of the promotion. If the Retailer brings in new product
specifically to participate in this promotion, pre -promotion data will not be required.
GE-Walmart Mark Down Agreement 9-13-06.doc Page 1 of 6
Article 4. Redemption/Invoice Guidelines
Redemption/invoicing for incentives for product sold through this promotion will be submitted by the
Manufacturer.
Requests for markdown incentive reimbursement payments pursuant to this Agreement shall be submitted to the
Redemption Agent. Such Redemption Agent will be designated by the Sponsor, and Sponsor will notify the
Manufacturer in writing of such designation. In the absence of such designation, the Sponsor will act as the
Redemption Agent and requests for payments shall be submitted to: Fort Collins Utilities, Attn: Efficient Lighting
Program, P.O. Box 580, Fort Collins, CO 80522. The Redemption Agent shall reimburse the Manufacturer the
markdown incentive amount listed in Exhibit `B" for products sold under the terms of this Agreement, within
thirty (30) days of receipt of the properly documented invoice from the Manufacturer.
The following procedure must be followed to receive payment:
1. Manufacturer must submit an invoice itemizing incentives for which the Manufacturer is seeking payment;
invoice must include product model numbers and descriptions (which should match the model numbers and
descriptions in this Agreement), quantities of each product sold, markdown incentive amounts for each
product, and extended costs.
2. The Manufacturer must attribute all specific invoices to AGT #FC2006-07 and use the Sponsor -provided
redemption form cover sheet (available from the Redemption Agent) when submitting for reimbursement.
3. Invoices may be submitted on either a biweekly or monthly basis, at the option of the Manufacturer. Any
such invoice must be submitted within 15 days of the last day of the invoice period.
4. The Manufacturer must submit SKU-level sales data for the eligible product by store location. These sales
data must match the invoice and invoice cover sheet. Sales data must be reported in a format consistent with
the sales and inventory management system(s) used by Retailer.
Article 5. General Terms
1. The laws of the State of Colorado will be applied in the interpretation, execution and enforcement of this
Agreement.
2. Venue for any legal action regarding the interpretation, execution or enforcement of this Agreement shall be
in Larimer County District Court in Fort Collins, Colorado.
3. Any notice, request, demand, consent or approval, or other communication required or permitted hereunder
will be in writing and will be deemed to have been given when personally delivered or deposited in the
United States mail with proper postage and address as follows:
If to Retailer: Divisional Merchandising Manager
Walmart Stores Inc.
Chuck Kerby
1801 Phyllis Street
Bentonville, AR 72712
If to Manufacturer: ENERGY STAR Marketing Manager
General Electric Company
1975 Noble Road, Nela Park
Cleveland, OH 44112
GE-Walmart Mark Down Agreement 9-13-06.doc Page 2 of 6
If to Sponsor: General Manager
Fort Collins Utilities
700 Wood Street
P.O. Box 580
Fort Collins, Colorado 80522
4. This Agreement is made for the sole and exclusive benefit of the parties and shall inure to the benefit of their
respective successors and assigns. It is not made for the benefit of any third party.
5. In the event any covenant, condition or provision of this Agreement is held to be invalid by final judgment of
any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall not in any
way affect any of the other covenants, conditions or provisions of this Agreement, provided that the invalidity
of any such covenant, condition or provision does not materially prejudice either party in its respective rights
and obligations under the valid covenants, conditions or provisions of this Agreement.
6. By executing this Agreement as provided below, the parties accept the terms and conditions hereof and agrees
to abide by them. Each party also represents and warrants that it is authorized to accept the terms and
conditions hereof. The individual persons signing below hereby each represent that they are authorized to
bind the party they claim below to represent to the terms and conditions hereof.
7. It is agreed by all parties that there will be no assignment or transfer of this Agreement, nor of any interest in
this Agreement, without the prior written consent of all parties.
8. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior agreements or
understanding of the parties, either written or oral, regarding the subject of this Agreement. This Agreement
may be modified or amended only by the written agreement of all parties hereto. A waiver by any party of
any default or breach by another party of any provision of this Agreement shall not be considered a waiver of
any subsequent default or breach of that same or of any other provision hereof. The failure by any party to
object to or to take affirmative action with respect to, any conduct of another party that is in violation of any
provision of this Agreement shall not be construed as a waiver thereof, nor of any future breach or subsequent
wrongful conduct.
9. In no event shall any party be liable to any other party for any special, indirect, incidental, consequential,
punitive, or exemplary damages.
10. In the event any party hereto is unable, in whole or in part, to carry out its obligations under this Agreement,
those obligations, insofar as they are affected by such an Act of God, shall be suspended during the
continuance of any such disability, and such party shall not be liable to any other party hereto if the cause of
such disability is remedied insofar as reasonably possible with reasonable dispatch, except that the settlement
of any strike, lockout, or other industrial disturbance shall be conclusively deemed to be wholly within the
discretion of the party whose obligations are suspended by reason thereof. The term "Act of God" as
employed herein shall mean any event which is not reasonably within the control of the party affected
including, but not limited to, acts of civil or military authority, priorities or other governmental allocations or
controls, currency exchange restrictions, embargo, fire, strike, lock out, or other labor difficulties, accident,
flood, epidemics, war, armed conflict, riot or other civil disturbance, terrorism, delays or unavailability of raw
materials or of normal means of transport, deliberate or negligent acts of third parties. In the event that the
failure of any party hereto to perform any obligation hereunder by reason of an Act of God continues for more
than thirty (30) days, any other party hereto may terminate this Agreement upon ten (10) business days notice.
GE-Walmart Mark Down Agreement 9-13-06.doc Page 3 of 6
Chuck Kerby, Divisional Merchandising Manager— Wal-Mart Stores, Inc.
Robert
GE Col
James
Approved as to
11,4 6,' /W I A --'IL— /r 1-Y
lager — Consumer Lighting 9 Electrical Distribution
Industrial, a business of General Electric Company
zOAfl__:4
II, CPPO, FNIGP, Director of Purchasing and Risk
- City of Fort Collins
GE-Walmart Mark Down Agreement 9-13-06.doc Page 4 of 6
EXHIBIT "A"
Participating Retailer Store Locations
Wal-Mart Stores Participating in
City` of Fort Collins Fall 2006 Efficient Lighting Program
Store #
Address
City
State
' Zip
2729
1250 E. Magnolia St.
Fort Collins
CO
80524
1008
4625 S. Mason St.
Fort Collins
CO
80526
EXHIBIT "B"
Fall 2006 Efficient Lighting Program Details
Wal-Mart, General Electric, City of Fort
Collins
Fall 2006 Efficient Lighting Program
Details
Eligible Product Description,
Units
Regular
Mark-
Discount -
ad
Customer
-
Manufacturer Description
pt
per.
Retail
down
Incentive
Maximum
sales
Estimated
puantRfss'
Exceed
Note
Sponsor.'
and Product Code
Pack
Price
Amount
Retail
limit
Funds
Price
General Electric I 1 Watt
compact fluorescent bulb
GE Description:
1
$5.46
$2.50
$1.47
384 packs
$960
FLE I 1 /2/A 17/UTCD
GE Product Code: 87809
General Electric 9 Watt
compact fluorescent bulb
GE Description:
1
$4.44
$2.50
$1.47
384 packs
$960
FLE9/2/CAM/UTCD
GE Product Code: 87810
General Electric 11 Watt
compact fluorescent bulb
10 packs
GE Description:
1
$4.77
$2.50
$1.47
total all
384 packs
$960
FLE11/2/G25/UTCD
products
GE Product Code: 87811
General Electric 15 Watt
compact fluorescent bulb
GE Model #
1
$7.22
$2.50
$1.47
384 packs
$960
FLE 15/2/R30/UTCD
GE Product Code: 49610
General Electric 13 Watt
compact fluorescent bulb
GE Model #
1
$3.44
$1.50
$1.27
4,608 packs
$6,912
FLE 13HT3/2/UTCD
GE Product Code: 49609
TOTALS
6,144
$10,752
1. Quantities are estimates only. Promotion sales may include any mix of quantities of the eligible products, as long
as the total mark-down incentive amount does not exceed the Not -to -Exceed Sponsor Funds, plus 5%.
GE-Walmart Mark Down Agreement 9-13-06.doc Page 5 of 6
EXHIBIT "C"
Manufacturer and Retailer Promotional Parameters
The Retailer acknowledges that this promotion is not exclusive and that other vendors of qualifying lighting
products may participate in the promotion by executing an Agreement substantially similar to this Agreement.
2. Retailer will actively pursue the use of end -caps and prominently place eligible product displays.
Manufacturer will supply an adequate quantity of the products eligible under this Agreement to meet
customer demand and the product will be available on the sales floors of the Retailer by the starting date for
the promotion.
4. Retailer and Sponsor agree that the Retailer will sell the products at the suggested "Discounted Retail Prices"
listed in Exhibit `B" of the Agreement.
5. Retailer will allow Sponsor to place point -of -purchase signage in the vicinity of the promoted products that
includes the Sponsor's logo and the ENERGY STAR logo, and that lists the discounted prices and the
customer sales limit. The signage will remain in place throughout the term of this Agreement.
GE-Walmart Mark Down Agreement 9-13-06.doc Page 6 of 6