Master Supply Agreement

Last updated: Aug 24, 2021

This Agreement is entered into by and between INMARK, INC LLC, a Delaware Corporation (INMARK) and the Organization committing to this agreement. (“Customer”). This Agreement shall be effective on the first date on which it has been signed by both parties.

INMARK agrees to maintain certain inventory levels of products at various INMARK’s facilities pursuant to the terms and conditions of this Agreement. INMARK and the Customer agree as follows:

  1. Acceptance of Terms. This Master Supply Agreement (“Agreement”) apply to INMARK’s sale of products, services and/or support pursuant to an order for the same issued by Customer (the “Customer Order”). This Agreement as well as any plans, specifications or other documents (“Specifications”) attached or incorporated by reference into the Customer Order shall constitute the entire agreement between INMARK and Customer. Except as expressly agreed to in writing by INMARK, INMARK hereby objects to and rejects any conflicting or additional terms issued after issuance of the Customer Order.

    1. Customer is deemed to have accepted the terms of this Agreement upon Customer’s signature or commencement of performance hereunder. Handwritten changes on this document shall be ignored and have no legal effect unless initialed by authorized representatives of both parties. The following order of precedence shall apply: (1) this Master Service Agreement, (2) the Customer Order and its attachments and exhibits (if any).


    3. As used herein, “Customer” includes the Customer’s employees, officers, directors, agents, and subcontractors. “INMARK” includes INMARK’s affiliates, and its and their employees, officers, directors, agents, and contractors.

  2. Products and Prices. This Agreement applies to all goods purchased by the Customer from INMARK which are of the product types (SKU’s) (the “Stocked Products”) set forth on the INMARK owned Private Online Portals (Portals). Stocked Products may include products designed and/or configured to Customer specifications (Customer Specific Product). The prices for the Stocked Products are set forth on the following websites: North America (; Europe ( and Asia ( Products and prices offered through these Portals may be revised from time to time without written agreement unless otherwise specified in a separate agreement. The Portals and the services provided are subject to change without notice for the purposes of feature additions, user enhancements, and quality updates. If customizations or features are requested by a customer and accepted by Inmark, any costs associated with customizations or modifications to the portals requested by the Customer may be borne by the Customer and performed under a separate agreement.

  3. Blanket Purchase Orders. One or more blanket purchase orders (each, a “Blanket Purchase Order”) may be issued by the Customer for Stocked Products associated with each Portal. Upon the issuance of a Blanket Purchase Order, the Customer will become obligated to purchase and INMARK will become obligated to sell the types of Stocked Products listed on the associated Portals, The Customer agrees that quantities ordered through the Portals will be treated as releases against the Blanket Purchase Order and when such Stocked Products are shipped to the Customer or Customer specified representative in the quantities specified in Portal order releases (“Releases”) issued by the Customer from time to time. If Releases utilizing the Customer Specific Product quantities of the Stocked Products are not received within 12 months of the original Blanket Purchase Order date, the Customer shall be obligated, and the INMARK is authorized to invoice the Customer, to accept the remaining unutilized portion of each Customer Specific Product SKU included on the portals. New Blanket Purchase Orders will be deemed incorporated into the Portals upon the INMARK’s acknowledgement of the new Blanket Purchase Orders.

  4. Manner of Submitting Orders and Releases. Blanket Purchase Orders and Releases for Stocked Products issued by the Customer to INMARK may be submitted by the Customer in writing or electronically. INMARK shall promptly acknowledge receipt of each Blanket Purchase Order and Releases will be electronically acknowledged to individuals ordering through the Portals. The customer shall be responsible for the requests and submissions of each of its users, and the users shall be responsible for the requests made on their own named accounts.

  5. Stocking Levels; Lead Times.

    1. Customers wishing to have a level of stock maintained on hand by Inmark must provide the request in writing, without a prior request to maintain stock on hand for the customer, stock levels will not be guaranteed by Inmark, and stock outages may occur. Inmark will maintain no direct responsibility for stocking outages should the Customer not have a prior agreement in place with Inmark.

    2. As requested by the INMARK not more than four times per calendar year, the Customer will provide the INMARK with a rolling twelve month forecast of the estimated usage of the Stocked Products. It is understood that such forecast is for planning purposes only and does not represent a release of the Blanket Purchase Order(s). INMARK will utilize historical usage (if any) and the provided forecast to maintain stock to satisfy the Customer’s requirements (the “Stocking Level”). The Customer may change the Stocking Level for any one or more types of Stocked Products now or hereafter listed on the Portals and with respect to Customer Specific Products, upon not less than ninety (90) days prior written notice to and approval by INMARK.

    3. INMARK at its sole expense shall maintain the Stocked Products at its facilities at its applicable Stocking Levels. Customer acknowledges that certain Stocked Products may have extended production lead times and that changes in demand must be communicated to INMARK upon not less than ninety (90) days prior written notice. Customer further acknowledges that failure to provide the aforementioned notice may result in an out of stock situation. INMARK will not bear any costs incurred by Customer as a result of usage in excess of the greater of

      • historical usage over the previous six (6) months or

      • the Customer forecast.

  6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as follows:

    1. Either party may terminate this Agreement upon written notice to the other party in the event the other party breaches or fails to perform any of its duties or obligations hereunder, and such breach or failure continues for a period of thirty (30) days uncured after written notice is given to the other party specifying in reasonable detail the nature of the breach or failure and requesting it to cure its breach or failure;

      1. INMARK may terminate this Agreement at any time and for any reason upon not less than ninety (90) days prior written notice to Customer; and

      2. Customer may terminate this Agreement at any time and for any reason upon not less than ninety (90) days prior written notice to the INMARK.

    2. No termination of this Agreement shall affect any obligations of the parties to purchase and sell Stocked Products as provided in this Agreement up to the date of termination, relieve either party from any liability or obligation which at the time of such termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission occurring prior to such termination, or affect the survival of any right, duty or obligation of either party which is expressly stated elsewhere in this Agreement to survive its termination.

  7. Certain Obligations of INMARK and the Customer Regarding Obsolete Customer Specific Products, and Stocked Products Upon Termination.

    1. For purposes of this Section, the following definitions shall apply:

      1. “Covered Termination” means the termination of this Agreement

      2. “Obsolete Customer Specific Products” means the Customer Specific Products specified in a Notice of Obsolescence.

      3. “Notice of Obsolescence” means a written notice from the Customer that one or more Customer Specific Products are obsolete due to change in design or other circumstances in the Customer’s discretion.

    2. Except for the obligations of the Customer to purchase Stocked Products as provided in Section 1, this Section sets forth the Customer’s obligation with respect to the purchase of Customer Specific Products, materials and work-in-process to produce Customer Specific Products, and purchase orders issued or other commitments made by INMARK to its vendors with respect to Customer Specific Products. This Section shall apply only when Customer Specific Products become Obsolete Customer Specific Products or upon a Covered Termination.

    3. Upon any Customer Specific Product becoming an Obsolete Customer Specific Product, or upon a Covered Termination, the Customer shall have the right but not the obligation to require INMARK to produce Obsolete Specific Products using some or all materials and work-in-process on hand as of the date of the Notice of Obsolescence, or to produce Customer Specific Products using some or all materials and work-in-process on hand as of the date of the Covered Termination, as applicable, by written notice from the Customer given within thirty (30) days following the date of the Notice of Obsolescence or Covered Termination, as applicable. In such event the Customer shall purchase and pay for such completed Customer Specific Products at the prices then in effect.

    4. Within ninety (90) days following the date of the Notice of Obsolescence or Covered

      1. Termination, as applicable:

        1. The Customer will purchase from INMARK all of its inventory of finished Obsolete Customer Specific Products existing on the date of the Notice of Obsolescence or all of its inventory of finished Customer Specific Products on hand existing on the date of the Covered Termination, as applicable, and not otherwise purchased in accordance with the above provisions (including those that have been produced by INMARK upon the Customer’s request from materials and work-in-process as set forth above). The prices for such Customer Specific Products shall equal the prices for such Customer Specific Products then in effect.

        2. To the extent that the Customer does not request INMARK to use the materials and work-in-process to produce finished Obsolete Customer Specific Products (following a Notice of Obsolescence) or Customer Specific Products (following a Covered Termination), the Customer shall purchase and pay INMARK for

          1. such materials to the extent not saleable to other customers or usable by INMARK in producing goods sold to other customers, at a selling price equal to the Customer’s prices included herein, and

          2. such work-in-process (including finished product in transit) at a price equal to Supplier’s reasonable costs of material, direct labor and manufacturing overhead incurred in producing such work-in-process.

        3. With respect to any purchase orders issued or other commitments made by INMARK to its vendors existing as of the date of the notice of Notice of Obsolescence or date of the Covered Termination, as applicable, that

          1. cannot be cancelled by INMARK without penalty,

          2. are for materials ordered for the purpose producing the Obsolete Customer Specific Products as applicable, and

          3. are not saleable to other customers or usable by INMARK in producing goods for sale to other customers, the Customer will, at its option,

            1. authorize INMARK to acquire and use such materials to produce finished Obsolete Stocked Products or Stocked Products, as applicable, which shall be purchased by the Customer in accordance with Section 7(d)(i)(1) above,

            2. authorize INMARK to acquire such materials and Customer pay for them in accordance with Section 7(d)(i)(2) above, or

            3. authorize INMARK to cancel such orders and reimburse INMARK for any penalty or loss incurred by INMARK in doing so.

          4. The Customer’s obligation under the foregoing provisions of this Section 7(d) shall apply only to the extent that INMARK’s actual levels of finished Obsolete Customer Specific Products existing as of the date of the notice of Notice of Obsolescence or actual levels of finished Customer Specific Products existing as of the date of the Covered Termination, as applicable, and the work in process (including finished product in transit) and materials to be used to produce such Stocked Products (exclusive of such Customer Specific Products which the Customer is required to purchase in accordance with Section 2 of this Agreement), are consistent with levels reasonably maintained by INMARK to meet any stocking levels and lead times provided for in this Agreement, then consistent with levels reasonably maintained to meet the greater of i) the Customer’s orders for such Customer Specific Products based on the Customer’s ordering history during the preceding six (6) month or ii) forecasted demand in accordance with Section 4(a) above.

  8. Confidentiality. As used in the Agreement, "Confidential Information" shall mean and include any and all of the following: information, know-how or data, whether technical or non-technical, which is in any way, heretofore, herewith or hereafter, disclosed by or on behalf of either party or any affiliate to the other party by or In connection with this Agreement or in connection with proposals or negotiations for this Agreement; including without limitation: chemical formulae, constituents, ingredients, manufacturing processes, costs, customer identities, and quantities associated in any way with this Agreement.

    1. Except as provided below or as otherwise agreed to in writing by both parties, each party shall keep confidential and prevent the disclosure of Confidential Information, except to such of its employees or agents who need such Confidential Information in order to enable wither party to properly perform under this Agreement. Both parties shall limit the dissemination of the Confidential Information to those of its employees and agents requiring the same for purposes of performance under this Agreement, and shall advise all such persons to whom Confidential information is disclosed of their obligation under this Agreement to treat the information as confidential to the extent provided in this Agreement. Both parties shall be responsible for the breach of this Agreement by their respective employees and agents.

    2. Notwithstanding the above, neither party's obligation under this secrecy provision shall apply to Confidential Information when, after, and to the extent that the Confidential Information either:

      1. is known to the public through no fault or participation of the non­ disclosing party or its employees or agents; or

      2. was known to the non-disclosing party prior to the first disclosure to the non-disclosing party by or on behalf of the other party and the non­ disclosing party can establish such fact by reasonably convincing evidence; or

      3. is received by the non-disclosing party in good faith from a third party, which is not subject to a secrecy obligation with respect to such information.

  9. General Warranties. INMARK warrants, represents and covenants that it will perform this Agreement in compliance with all applicable laws, rules, and regulations (including, without limitation, the Equality Act 2010, and/or any amendments existing thereunder, or equivalent local law or regulation), and in conformance with the professional standards applicable in INMARK’s industry,

    1. INAMARK’s personnel shall be authorized to work and will not act in violation of the Immigration Reform and Control Act of 1986 and/or any amendments and regulations existing thereunder; or equivalent local law or regulation; or the immigration laws of any country in which this Agreement is to be performed,

    2. this Agreement will be performed in a professional, careful and workmanlike manner and INMARK will be adequately skilled, trained and experienced in the tasks to be performed by it, INMARK has all licenses, right, title and interest necessary to enter into and perform its obligations under this Agreement,

    3. neither this Agreement nor its performance by INMARK will infringe any third party’s intellectual property or other right or violate any other agreement or obligation of INMARK,

    4. no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, or acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business; fees to be paid pursuant to a Customer Order represent fair compensation for the Services.

    5. In no event shall any payment be made by INMARK or its employees, directors, officers, affiliates, subcontractors, and agents to any undisclosed third party. Throughout the term of this Agreement, both parties agree to comply with all anticorruption laws, rules, regulations and decrees applicable to the respective party (collectively, “Legislation”), including the United States Foreign Corrupt Practices Act, as amended (the “FCPA”). It is each party’s responsibility to be familiar with, and comply with, the provisions of the applicable Legislation.

  10. Warranties for Goods. Seller represents that all goods provided under this Agreement are new and unused (unless otherwise specified or agreed to in writing by INMARK) and of good and merchantable quality, free from defects in material and workmanship, fit for purpose and suitable for its intended use; are of the quality, size and dimensions ordered; comply with all applicable laws, codes and regulations; and are not restricted in any way by patents, copyrights, trade secrets, or any other rights of third parties. Further information regarding INMARK product warranties can be found on Portals listed in Section 2

  11. Applicable Law, Jurisdiction, Forum and Venue. This Agreement and its construction and application shall be governed by the internal laws of the State of Delaware. All actions or proceedings arising out of this Agreement shall be commenced, tried and litigated only in the state courts located in Delaware. As to any such action or proceeding, Customer irrevocably submits to the exclusive jurisdiction of each such court; waives any objection it may now or hereafter have to venue or forum with respect to each such court; agrees that all claims shall be heard and determined only in any such court; agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court; and to the extent permitted under applicable law, waives any right to a trial by jury.

  12. Amendments. This Agreement may be amended only by a written agreement signed by both parties. As noted in Section 3, New Blanket Purchase Orders will be deemed incorporated into the Portals upon the INMARK’s acknowledgement of the new Blanket Purchase Orders.

  13. Informal Dispute Resolution. If a dispute or disagreement arises under or relates to this Agreement between the parties, and is not resolved in the normal course of business, then prior to a party bringing any legal action or proceeding with respect to such dispute or disagreement, such party shall give the other party written notice of such dispute or disagreement. The parties shall then hold one or more meetings to exchange relevant information and to attempt in good faith to resolve the dispute or disagreement. Such meeting(s) shall be attended by at least one individual from each party who has decision-making authority regarding the dispute or disagreement. If after thirty (30) days from the date written notice of the dispute or disagreement has been delivered, the parties have failed, neglected or otherwise not successfully resolved the dispute or disagreement, either party hereto may commence a legal action or proceeding consistent with Section 11.

  14. Relationship of Parties. INMARK is an independent contractor with respect to its performance of its obligations hereunder. Nothing contained herein shall be deemed to create the relationship of partner, principal and agent, or joint venture between the parties. Customer has no right or authority to incur obligations of any kind in the name of or for the account of the INMARK or to commit or bind the INMARK to any contract or other obligation.

  15. Entire Agreement; Severability. This Agreement and the Exhibits attached hereto and made a part hereof, in addition to the Inmark Terms of Service agreement for the Portals at the following locations: North America (; Europe ( and Asia ( constitute the entire understanding of the parties with respect to the subject matter hereof, superseding any and all previous understandings, contracts and agreements, written and oral and this Agreement may only be waived, modified, or amended in a writing signed by the parties. The terms of this Agreement shall prevail over the terms of any other documents or agreement between the parties, including without limitation, any pre-printed terms in other documentation. No provisions of any Purchase Orders, order acknowledgments, invoices or similar documents used to implement or administer provisions of this Agreement which are in addition to, or are in conflict with, the provisions of this Agreement shall have any applicability or affect either party’s rights or obligations under this Agreement, except that pricing and other specific information contained in Purchase Orders used to implement the ordering of Stocked Products in a manner consistent with this Agreement. If a conflict exists between the terms of INMARK’s Terms and Conditions of Purchase and the other terms of this Agreement, such other terms of this Agreement shall take precedence. If there are any exceptions or additions to the terms of this Agreement, such exceptions shall be set forth on Exhibit A attached hereto (the “Schedule of Exceptions”). If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.

  16. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Customer and INMARK and their successors and permitted assigns.