ORANGE COUNTY AUTO PARTS - 2011 - Laserfiche WebLink

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Consignment Program. OCAP shall purchase the current "hard part" stocking product located in City locations at book value of the inventory adjusted for obsolescence, shrinkage and other factors agreed upon between the parties and not to exceed OCAP's cost basis. Said purchase shall result in a "store credit" rather than a cash payment. OCAP shall replace such inventory with mutually agreed upon quantities for the initial consigned Stocking Product assortment. The initial stock may be later amended by the parties' mutual agreement. City shall acknowledge the receipt and financial responsibility upon delivery of Stocking Products. These Stocking Products shall be paid for by city upon usage following normal established billing procedures. c. With the exception of mutual consignment adjustments to the initial Stocking Product Assortment, OCAP shall with each delivery, provide an invoice listing parts delivered, City returns, and unit prices. Said invoices shall be listed on the monthly statement. Stock returns/refunds will be handled through internal debit/credit memos. d. OCAP shall provide ProLink to City location at no charge, and shall provide displays and assortment cabinets at no charge. OCAP shall also provide manufacturer's training and out-sourced training for a mutually agreed upon fee. CITY RESPONSIBILITIES a. City shall designate OCAP its stocking vendor for all hard parts "Stocking Products", and agrees that OCAP shall be City's first call for non-stocking, car down ("Hot Shot Product") purchases. b. City agrees to hold Stocking Products in a designated location, bearing all risk for danger, loss, and local taxes. The Stocking Products shall be replenished on a weekly basis or as often as necessary to maintain the inventory at initial stock level, as adjusted by mutual agreement of the parties. Prices on individual products are subject to change, as manufacturer prices change. A physical inventory with both parties present shall be performed every quarter on the stock assortment of Stocking Products, and any missing or damaged inventory shall be billed to City and shall appear on a monthly statement. Overages will be credited to City. The inventory process is attached hereto as Exhibit 4. 4. COMPENSATION AND PAYMENT TERMS. Payment for Stocking Products and all other purchases will be consolidated on a monthly statement and presented for payment within two days after the close of the month and will be paid in full at net 25 ( 25 days after the close of the month ). In the event any statement has not been paid as of such date, OCAP shall impose a finance charge of 1.5% per month. The total compensation to be provided pursuant to this Agreement shall not exceed $450,000, annually, during the term of this Agreement. 5. WARRANTY. All automotive parts supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each part, and OCAP shall use reasonable commercial efforts to assist the City in processing all warranty claims that the City may have against a manufacturer. The manufacturer's warranty will be the sole and exclusive remedy of the City in connection with any claims concerning the parts supplied to the City pursuant to this contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A Page 2 of 21