Dear Retailer: Thank you for your interest in establishing a wholesale account with ZOOCCHINI. We receive numerous requests wanting to purchase products at wholesale prices; therefore, in order to protect the integrity of our valued customers, we have established the following parameters for opening new accounts: 1. YOU MUST HAVE A STOREFRONT OR COMMERCIAL LOCATION OUTSIDE OF YOUR HOME. 2. A TAX NUMBER or FEDERAL ID NUMBER. 3. A VALID STATE RESALE CERTIFICATE NUMBER. 4. A BUSINESS CHECKING ACCOUNT - WE DO NOT ACCEPT PERSONAL CHECKS. 5. A BUSINESS TELEPHONE. 6. IT IS OUR REQUIREMENT THAT A BUSINESS SHOULD PURCHASE AT LEAST $500 WORTH OF PRODUCT PER YEAR. BUSINESSES THAT PURCHASE LESS THAN $500 WILL BE REVIEWED AND MAY NOT BE ELIGIBLE TO ORDER THE FOLLOWING YEAR. 7. YOU MUST HAVE A BUSINESS THAT RELATES TO THE PRODUCTS YOU WISH TO PURCHASE. 8. YOU MUST AGREE TO AND SIGN OUR MAP POLICY. Please complete this application ONLY if you meet the above qualifications. If you have any questions while completing this form, please do not hesitate to call us at (855) 792-6466 x 101. Thank you! Complete all requested information. Incomplete applications will not be processed. Including working fax numbers for your references greatly speeds up the process. Please print or type legibly. You may attach your own credit sheet and write "See Attached" on our application, but we still require that an authorized person sign Personal Guarantee and our copy and Exemption Certificate on page 4. APPLICATIONS SENT WITHOUT A COMPLETED PERSONAL GUARANTEE AND A CERTIFICATE OF EXEMPTION (OR SALES TAX FORM) WILL NOT BE PROCESSED. ZOOCCHINI values and appreciates your continued business. Should you have any questions, please let us know and we will be happy to assist you. Thank you for your cooperation and understanding. Sincerely, ZOOCCHINI ~~~ This part of the page intentionally left blank. ~~~ 1
PREFERRED TERMS - CHECK ONE CHECK CREDIT CARD NET 30 DAYS Business Name: Federal Tax ID: Resale Certificate No: Shipping Address: Business Phone: Fax: Business Hours: Email: Website: Date of Ownership: Contact Name: Title: Email: AP Contact Name: Title: Email: AUTHORIZED BUYERS: These are the ONLY people that we can give information to, or accept orders from on your account. This is for your protection. Name: Name: Name: Email: Email: Email: LIST ALL BUSINESS OWNERS: Name: Home Address: Home Phone: Cell Phone: Email: Name: Home Address: Home Phone: Cell Phone: Email: Name: Home Address: Home Phone: Cell Phone: Email: HOW DID YOU HEAR ABOUT US? TRADE SHOW ADVERTISEMENT EMAIL WEB SEARCH OTHER specify: Have you ever had an account with us before? YES NO If yes to above question: Account Name: Account #: When? 1 year ago 2 years ago 3 or more years 2
COMPANY NAME: DBA NAME: Is your business a: Proprietorship Partnership Corporation LLC Location: Mall/Shopping Center Business District Rural Residence Other If "other" please specify: Type: Gift Store Apparel Store Hospital Gift Shop Salon/Florist Women s Baby Kids Online Drop-ship Other If "other" please specify: SALES REPRESENTATIVE: Sales Rep Office: Sales Rep Name: Address: TRADE REFERENCES: (ONLY REQUIRED FOR CHECK OR NET 30 TERMS) List three companies (public utilities and credit card companies do not count) currently extending you credit on an open account. Addresses and fax numbers are very important, as most companies do not give credit references over the phone. All information given to ZOOCCHINI is kept confidential other than us contacting your bank and references. Business Name: Account #: How Long (Yrs/Mos): Contact Name: Title: Business Name: Account #: How Long (Yrs/Mos): Contact Name: Title: Business Name: Account #: How Long (Yrs/Mos): Contact Name: Title: BANK INFORMATION: Bank Name: Business Checking Account #: Branch Address: Business Name on Account: Do you have any questions for us? 3
Personal Guarantee (ONLY REQUIRED FOR CHECK OR NET 30 TERMS) Please sign and email to sales@zoocchini.com, fax to (973) 988-2450. Application for Wholesale Account Instructions I/(We), (Company Name) and (Individual Name) certify that the information in this application is correct. I authorize you to contact my bank and credit references to obtain credit information. I/We agree to seller s terms: By placing a wholesale order(s), I/we are effectively stating that we understand and fully accept ZOOCCHINI Terms and Conditions of Sale without any exception. All invoices over 30 days are subject to a minimum 1.5% per month finance charge on unpaid balances. All NSF checks are subject to a $35.00 service charge each time returned. I/We agree to notify ZOOCCHINI if any change of ownership occurs or if any other major change occurs in the way I conduct my business. I have printed a copy of this document and I understand its contents. The undersigned, being an owner or stockholder of the above business, hereby agrees to pay any indebtedness by this business to ZOOCCHINI from whom this business may purchase merchandise in the future. The undersigned also agrees to pay all attorney fees, court costs, collection costs, and all other expenses which may be incurred in collecting past due balances and insufficient funds check(s), as permitted by law. Signature #1: Signature #2: Print Name: Print Name: Blanket Certificate of Exemption (Sales Tax Form) The undersigned hereby certifies that the articles of tangible property purchased from ZOOCCHINI after (insert application date) shall be purchased for: Purchaser must state statutory reason for claiming exemption or exception: Resale in the form in which the same is, or is to be, received Manufacturing Church or Organization not-for-profit, operated exclusively for charitable purposes in this state Other (please specify): As purchaser, I certify that I am engaged in the business of selling, leasing or renting tangible personal property of the kind and type sold by your firm. I also certify that if the tangible personal property is withdrawn, used or consumed by the business or person withdrawing it (even if later resold), I will report the transaction to the State Department of Revenue as a withdrawal from stock and pay the tax thereon based upon the reasonable and fair market value, but not less than the original purchase price. This certificate shall remain in effect unless revoked or cancelled in writing and shall be considered a part of each order given to the above named vendor unless the order specifies otherwise.. Furthermore, I understand that by extending this certificate that I am assuming liability for the sales or use tax on transactions between me and your firm. Signature: Title: Date: Company Name: Address: City, State, Zip: State Resale Certificate #: Business Tax ID: 501(c)(3) ID: 4
TERMS & CONDITIONS OF SALE Dear Retailer, Welcome to ZOOCCHINI! We value our relationship with you and we appreciate your business. To view our complete collection, go to www.zoocchini.com. Thank you for your business. We accept orders by phone, fax or email, and through your local sales representatives. When placing orders, please make sure to include all pertinent information such as contact name, phone number, email address, credit application and references, billing and shipping address. We do our best to ship your order 100% complete, but we cannot guarantee every item to always be in stock. Any back-ordered item(s) will be canceled from the order, please re-order the items(s). ZOOCCHINI prices offered to you are strictly wholesale prices, therefore we require retail dealers to provide a resale number. All retailers are subject to approval before order fulfillment. Please note that our products are offered at wholesale cost to retailers with a valid sales permit ID for the purpose of resale in the UNITED STATES only. A valid Reseller s Certificate is required for all new accounts. Discounting of our products is not permitted. Future orders will not be accepted from retailers who advertise ZOOCCHINI products for less than MAP or who violate our Unilateral MAP Policy. Minimum opening order value is $300 and reorder value is $150, net of discounts and shipping ($10 fee for orders under minimum). Applications for credit are subject to approval. Credit is only available to volume customers with accounts in good standing and with an average purchase history of over $200/month for three months ($10 PO fee applies). We reserve the right to place a service charge on past due accounts at a minimum of 1.5% per month and assess a 3.5% transaction fee if paying by credit card. Any discounts and promotions on such orders may be voided. Title to the products sold shall remain in the Company as a security interest until the customer has completed payment of the purchase price, plus accrued service charges, if any, and fully performed all of the terms and conditions hereof. All prices are net wholesale FOB NJ excluding shipping, handling and taxes. Prices are subject to change without notice. Orders will be processed at the prices in effect at the time the order is placed. Orders are shipped via UPS, FedEx or USPS prepaid. The cost of freight will be added to your invoice. You are responsible for all transportation and shipping fees on orders that are refused, returned to sender or undeliverable by our carrier. Your order ships from our warehouse within 1-3 business days unless you request a future ship date. Depending on where you are located, delivery ranges from 3-5 business days. Please inspect goods upon receipt and report any shortages, damages or missing items within ten (10) days of delivery. In the event of damages to shipment during transit, make a note of any damage or shortages on the Bill of Lading (BOL). all exceptions should be noted in order for you to successfully collect on your claim. No product sold will be accepted for credit when returned without written return authorization number. All claims for returns must be made within 15 days of the invoice date, and the return itself must be received within 15 days of that date. Returns must be in resalable condition without any price stickers attached, and shipped back in their original packaging at customer expense. All unauthorized returns or refused shipments are subject to a 15% restocking fee. All goods accepted for credit are subject to 15% restocking charge. Any refunds issued will be for the purchase price of the returned item(s), including any applicable taxes. Shipping and handling charges are non-refundable. Any rebate associated with the returned products will be voided. Clearance items and items sold at a discounted price are sold AS IS no refunds, no returns on these items. ** DUE TO HYGIENE REASONS ZOOCCHINI DOES NOT PERMIT RETURNS/EXCHANGES FOR UNDERWEAR (EVEN IF PACKAGING HAS NOT BEEN OPENED). ** We do not mail or fax invoices. Sales Order confirmation, Shipping & Tracking details and Invoices are sent to you exclusively via email. Add sales@zoocchini.com or *.zoocchini.com to your "Safe Senders" list or junk mail exclusion filter in your email application to ensure you receive these emails. ZOOCCHINI is not responsible for lost emails due to spam filtering. By placing a wholesale order, you are effectively stating that you understand and fully accept our Terms & Conditions of Sale without any exception. By signing this agreement and/or by selling ZOOCCHINI products, you are automatically opted in for our MAP Policy and you agree to be bound by the terms and conditions therein and bind all of your employees, affiliates, and Resellers. The acceptance of these Terms and Conditions by you does not obligate or bind ZOOCCHINI to sell to the applicant. I agree to not sell ZOOCCHINI via ebay, Craigslist or online auction, flash sale websites: Yes/No I agree to sell the ZOOCCHINI at or above the current Manufacturer s Suggested Retail Price (MSRP=MAP): Yes/No Our purchase of ZOOCCHINI products is meant for resale within the United States only (not meant for export to other international territories outside the US): Yes/No I have read and agree to all of the above Terms & Conditions of Sale: Yes/No Agreed to by(print): Reseller Business Name: Reseller Principal Name & Title: Reseller Principal Signature: Date: Registered Address: City: State: : Zip: Phone: Email: 5
APPENDIX Check Mailing Address: ZOOCCHINI P.O. Box 1323 Passaic, NJ 07055 Contact Details: Sales: T: (855) 792-6466 E: sales@zoocchinbi.com F: (973) 988-2450 Operations & Management: Susheil Joshi C: (201) 850-3600 E: susheil@zoocchini.com Accounting: Gisela Zavaleta E: accounting@zoocchini.com Warehouse: Attn: Lawrence Maskal ZOOCCHINI c/o City Logistics 190 Fairfield Ave West Caldwell, NJ 07006 T: (973) 277-0530 Important Documents Related to Wholesale Trade: See more at: http://www.zoocchini.com/wsdocs 6