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Supplier Terms

Supplier Terms and Conditions

In consideration for the purchase by ThinkGeek of any Product(s) from Supplier, each of Supplier and ThinkGeek agree to be legally bound by the following Supplier Terms and Conditions (the “Supplier Terms”).

These Supplier Terms covers the provision of any service or goods Supplier provides, including tooling, design, development, manufacturing, production, supply and/or delivery of products, parts, accessories, components, supplies or other merchandise, including all related, packaging, labelling and other printed matter, to be utilized by ThinkGeek, also including merchandise that will be subject to brand license agreements from third parties (collectively, “Products”).

ThinkGeek” means Geeknet, Inc. and its existing, past, and future affiliates, including, but not limited to, Electronics Boutique Australia Pty. Limited, EB International Holdings, Inc., Electronics Boutique Canada Inc., GameStop Group Limited, GameStop Deutschland GmbH, GameStop Italy Srl, GameStop Denmark ApS, GameStop Sweden AB, GameStop Schweiz GmbH, GameStop Austria GmbH, GameStop Oy, GameStop Norway AS, Micromania GameStop SAS, Geeknet, Inc., ThinkGeek, Inc., and ThinkGeek Solutions, Inc. These Supplier Terms are made and entered into by and between Supplier and its respective affiliates, subsidiaries and/or successors (collectively, “Supplier”) and ThinkGeek. Supplier, and any approved subcontractors, agree to supply Products under the terms and conditions hereof.

  1. Agreement, Term and Validity. The initial term of the Supplier Terms shall be for one year after the last date set forth on the signature page hereof. For so long as at least one purchase order executed by ThinkGeek (“PO”) is issued pursuant to the Supplier Terms during a twelve month period, the Supplier Terms shall renew automatically for successive twelve month periods, unless terminated in accordance with the terms hereof. For the avoidance of doubt, if Supplier does not execute, complete and/or fulfill at least one PO for ThinkGeek during a consecutive twelve-month period, then the Supplier Terms shall automatically terminate and the provisions of Section 18 shall apply.

    The Parties may agree to list the product pricing, packaging type, country of origin, minimum order quantities and any other specifications, if applicable, listed by product number in the product conditions schedule attached hereto as Exhibit 1 (the “Product Condition Schedule”). Supplier is responsible for providing country of origin data. Supplier will be held accountable for any additional duty or tax claims arising due to false or inaccurate country of origin data or any cost increases that occur because of changes in packaging specifications or quantities that have not been agreed to by ThinkGeek as described under Section 9 and Section 10.

    Supplier expressly acknowledges and agrees that the Supplier Terms applies to all POs issued by ThinkGeek or being executed by Supplier from and after the date of the Supplier Terms but also to Third Party Claims arising at any time from Products currently or previously provided by Supplier to ThinkGeek.

  2. Payment Terms. Unless otherwise mutually agreed to and specified in the PO, payment terms are net 60 days from the time materials are received at a location designated by ThinkGeek. If Supplier cannot accept the PO for any reason, including the terms of payment, then Supplier shall notify ThinkGeek in writing within five (5) business days of receipt of the PO. If ThinkGeek does not receive any written objection, then the PO is deemed to have been accepted.

    ThinkGeek shall have the right at any time to set-off any undisputed amount owing from Supplier to ThinkGeek against any undisputed amount payable by ThinkGeek to Supplier pursuant to any PO. ThinkGeek has the right to deduct from payments any undisputed shortages from the PO. ThinkGeek also has the right to delay payments on disputed variances from the PO until such disputes are settled between the Parties. Supplier acknowledges that the payments detailed in the applicable PO represent full and complete amounts owed to Supplier to produce the applicable product, and Supplier will be owed no additional amounts (including, but not limited to, royalty or other payments) for the production of such product.

    Supplier shall adhere to the instructions provided by ThinkGeek and unless otherwise agreed to in writing, ThinkGeek shall not be responsible for any extra charges, including but not limited to charges for (i) pre-packs, (ii) cartons, (iii) handling, or (iv) taxes or excises levied on the Products prior to its departure from the port of shipping in China (or another applicable country) (including any and all export taxes). ThinkGeek shall not be responsible for any such charges set forth in this paragraph, whether they are assessed against Supplier or any other processors or manufacturers. Notwithstanding the foregoing, in the event ThinkGeek provided incorrect information to Supplier and provided that Supplier did not contribute to such error, then any re-handling costs shall be borne by ThinkGeek.

  3. ThinkGeek’s Values and Commitment – Code of Conduct; Factory Audits. The values of ThinkGeek are founded on the principles of accountability and integrity. ThinkGeek expects Supplier, and its subsidiaries, affiliates, franchisees, joint venture partners, divisions or agents, to follow and adhere to the ThinkGeek code of conduct (the “Code of Conduct”) attached hereto as Exhibit 2, in their business operations. The Code of Conduct represents ThinkGeek’s commitment to source Products only from persons and firms that achieve internationally recognized standards and practices in dealing with their workers and their working environment and may be updated or amended upon thirty (30) days written notice to Supplier. Supplier may only use subcontractors approved in writing by ThinkGeek, and Supplier must ensure that all approved subcontractors adhere to this Code of Conduct. ThinkGeek may require that the Code of Conduct document as well as other documents be signed and returned to ThinkGeek before a valid PO will be issued and Supplier shall comply with any such reasonable requests.

    An initial factory audit conducted by ThinkGeek and/or a third party designated by ThinkGeek shall be required for product not manufactured in the United States (and may be required for Products manufactured within the United States), at ThinkGeek’s cost, prior to the issuing of the first PO under the Supplier Terms. The factory audit report shall be acceptable to ThinkGeek, in its sole discretion, in order for each specific manufacturing facility to be recognized as a supplier for ThinkGeek’s Products. In the event that an audit does not receive a passing result, Supplier will be responsible for all costs to correct and conduct any additional audits to receive a passing result.

    On a periodic basis, ThinkGeek, its agents or representatives and/or any of the licensors shall have the right from time to time to require additional audits to inspect its activities and the premises as well as to inspect books of accounts and invoices relevant to the manufacture and supply of the Products made for or at the request of ThinkGeek, and Supplier must provide access to its manufacturing facilities, whether owned or designated, to such parties. ThinkGeek or the licensors, as the case may be, shall be responsible for the cost of such periodic audits unless an audit does not receive a passing result. In such an event, Supplier will be responsible for all costs to remedy the issues and conduct any additional audits to receive a passing result. If Supplier is unable to obtain a passing result within a prompt timeframe, then ThinkGeek shall have to right to terminate the Supplier Terms immediately upon written notice.

    Supplier shall maintain reasonable accounting and business records (including invoices relevant to the supply and manufacture of the Products) and documentation of its compliance with all POs and the Code of Conduct. Supplier shall permit representatives of ThinkGeek to inspect all such records and documentation along with the facilities of the Supplier and shall allow ThinkGeek to independently confirm compliance with the Code of Conduct.

  4. Proprietary Designs and Intellectual Property. ThinkGeek grants to Supplier a limited, revocable, non-exclusive, non-sub-licensable license to use ThinkGeek’s trademarks (registered or unregistered), copyrights, trade names, design rights, logos, drawings and associated documents and other proprietary rights (“ThinkGeek IP Rights”) and the IP rights licensed to ThinkGeek in connection with the Products (“Licensed IP Rights,” and together with the ThinkGeek IP Rights, the “IP Rights”) in connection with the transactions contemplated by and in accordance with the Supplier Terms, including in connection with labeling, branding and packaging of Products purchased pursuant to the Supplier Terms.

    Supplier hereby acknowledges that as between it and ThinkGeek, all of the rights, title and interests in and to the IP Rights and the Products, and any and all derivatives of any of the foregoing, and any and all trademarks, trade dress, copyrights, patents, designs, ideas, methods, processes, devices, trade secrets or other intellectual property rights in or related to the IP Rights and the Products, especially if ThinkGeek has paid for development costs upfront or such costs are amortized (collectively, “ThinkGeek Property”) notwithstanding Supplier’s invention, creation or use by Supplier, shall be and remain the property of ThinkGeek, and that all use of the IP Rights licensed hereunder inures to the benefit of ThinkGeek or its grantor(s). No right, title or interest, except the license interest granted in Section 4 hereof, is transferred by the Supplier Terms. ThinkGeek shall be entitled to use and exploit the ThinkGeek Property and to license the use and exploitation of the same by others without restriction and without compensation to Supplier. Supplier hereby assigns, transfers and conveys to ThinkGeek or its grantor(s) all trademarks, service marks, trade dress, copyrights, equities, goodwill, titles or other rights in and to the ThinkGeek Property which may have been obtained by Supplier or which may have vested in Supplier as a result of its activities under the Supplier Terms, and Supplier shall, at ThinkGeek’s expense in connection with the preparation thereof, execute any instruments reasonably requested by ThinkGeek, in a form acceptable to ThinkGeek, to confirm this assignment or which may, in ThinkGeek’s sole judgment, be necessary to seek, maintain and/or enforce ThinkGeek’s rights in and to the ThinkGeek Property. No consideration other than the mutual covenants and consideration of the Supplier Terms shall be necessary for any such assignment, transfer, conveyance, or other instrument. Supplier shall not take any action that may harm or adversely affect ThinkGeek’s rights or goodwill in the ThinkGeek Property, including, without limitation, using or registering a name or trademark that is identical to or confusingly similar to any name or trademark included in the IP Rights or ThinkGeek Property in any country, and further, Supplier shall not during the term, any renewal term, or at any time after expiration or termination of the Supplier Terms, challenge the validity of ThinkGeek’s ownership of the ThinkGeek Property or IP Rights.

    Supplier will not, without the prior written consent of ThinkGeek, manufacture product utilizing any of the IP Rights or ThinkGeek Property other than the Products pursuant to a PO, manufacture such Products for anyone other than ThinkGeek, ship such Products to anyone other than ThinkGeek or its customers, or subcontract the production of such Products or components containing the IP Rights or ThinkGeek Property. Supplier’s rights to use the IP Rights shall terminate immediately upon termination or expiration of the Supplier Terms, and Supplier agrees to protect the IP Rights during the Supplier Terms and even after it is terminated for any reason whatsoever. Upon notice from ThinkGeek, Supplier will immediately cease manufacturing specified Products and deliver to ThinkGeek or its authorized representative evidence that the associated IP Rights have been removed from any molds, plates or other devices used to produce the specified Products, or in the event removal is not practical or effective, that such molds or plates have been destroyed. Supplier will comply with all requirements as to their use as established by ThinkGeek, which may be modified with prior notice to Supplier at any time.

    Supplier (on behalf of itself and all of its subsidiaries and other affiliates) agrees unconditionally to not show, solicit, or sell any of the ThinkGeek’s Products (including, but not limited to, Products produced under one of the ThinkGeek’s registered or unregistered trademarks or trade names or any trademark or trade name licensed to ThinkGeek) to any company, individual, or other entity other than ThinkGeek without the express written authorization of ThinkGeek. This applies equally to all markets throughout the world. Furthermore, Supplier (on behalf of itself and all of its subsidiaries and other affiliates) agrees not to show, solicit, or sell any ThinkGeek product, which is: (i) defective, non-compliant and/or has been rejected during inspection by a ThinkGeek inspector or other authorized inspection company working on behalf of ThinkGeek; or (ii) returned to Supplier for infringement or misappropriation. Supplier agrees to destroy any such Products or to otherwise dispose of it within a reasonable period of time and in accordance with ThinkGeek’s instructions or to pay ThinkGeek the cost of disposing of such Products.

    Supplier agrees that these restrictions are reasonable in scope and duration. Should Supplier fail to comply fully with any of the provisions above and does not take diligent steps to cure any breach thereof after notification of such breach, ThinkGeek reserves the right to take any action that it deems appropriate, which may include, but is not limited to the following: (x) terminate the Supplier Terms and/or all POs still pending without further liability or obligation to Supplier; (y) exclude Supplier from consideration for any future business with ThinkGeek; and (z) recovery of all costs, expenses, losses and damages incurred (including but not limited to attorneys’ fees, legal costs, costs of investigation, costs of enforcement and expert witnesses) by ThinkGeek by reason of or arising from any such breach. In addition to the foregoing, in any legal action or proceeding by either Party for injunctive relief and/or damages resulting from the other Party’s material breach with these terms, the prevailing Party shall be entitled to recover all of its fees, including attorneys’ and expert fees, and expenses and other costs incurred, whether taxable or not.

    Supplier agrees to provide detailed specifications for all Products supplied to ThinkGeek under the Supplier Terms, unless the duty is explicitly waived by ThinkGeek. Such specifications must meet industry standards and contain all necessary information to define the functionality, quality, dimensions, construction, safety and regulatory components of the Products. When ThinkGeek utilizes a standard template for such specifications, Supplier shall use commercially reasonable efforts to provide information required in such format. Any customizations by Supplier are limited to logos and/or company symbols and/or other item markings, customized colors, modifications to size and/or shape, on packaging and/or packaging marking and may be done only with written approval from ThinkGeek.

    ThinkGeek agrees to not disclose or use the specifications provided by Supplier with any third party without written consent of Supplier, with the exception of a ThinkGeek-designated product safety or quality inspector for the sole purpose of safety testing, quality audits or inspections. ThinkGeek’s rights to use Supplier’s IP rights shall terminate immediately upon termination or expiration of the Supplier Terms, and ThinkGeek agrees to protect Supplier’s IP rights both during the Supplier Terms and after it is terminated.

  5. POs, Approvals and Deliveries. A PO is the only valid document that is binding with regards to ordered Products and quantities ordered pursuant to the Supplier Terms. Each PO shall include the applicable Incoterms, the number, type and price of each product to be purchased, the type of packaging to be utilized and the applicable delivery date of the Products at such port. ThinkGeek is not liable for any over shipment of PO quantity. In the event that ThinkGeek requests Supplier to hold inventory at Supplier facility outside the scope of POs, ThinkGeek is liable for such inventory up to requested quantity.

    ThinkGeek may, at their discretion, return all goods at Supplier’s expense if over shipment occurs in excess of three percent (3%) of the PO quantity. ThinkGeek will not be held liable for any production, purchase of raw materials or costs associated with shipment or packaging that is not covered by a valid, undisputed PO, unless otherwise agreed to by a written confirmation signed by ThinkGeek.

    Supplier must confirm delivery dates and quantities in writing within five (5) business days from the PO release date. ThinkGeek has the right to cancel any PO within five (5) business days of receiving delivery confirmation if Supplier cannot meet original PO requirements. Failure of Supplier to confirm POs within five (5) business days will result in automatic cancellation of POs unless subsequently accepted in writing by ThinkGeek. Supplier shall not commence production of the Products detailed in a PO until ThinkGeek has notified Supplier in writing that the product has been approved by all applicable licensors. Should Supplier commence production prior to written notice from ThinkGeek, then any and all costs incurred by Supplier shall be at Supplier’s sole responsibility and risk.

    No more than an average of once a quarter, ThinkGeek may request to Supplier to push out deliveries of any PO quantities up to 90 days, provided, however, that in such circumstances, ThinkGeek shall pay all but 30% due upon the final random inspection.

    Unless another amount is specifically agreed to by the Parties, Supplier shall create twelve (12) pre-production prototypes for each product (“Prototype”) in pre-production product packaging (“Packaging”) and shall deliver such to ThinkGeek via express mail, at ThinkGeek’s cost using ThinkGeek’s designated shipping account. ThinkGeek shall review and either suggest changes (which Supplier shall implement and send revised Prototypes and Packaging) or approve the Prototype and Packaging. Written approval by ThinkGeek of a product’s Prototype and Packaging shall authorize the commencement of manufacturing of each product by Supplier. Neither the product nor such product’s packaging shall differ in any material respect from the Prototype and Packaging approved by ThinkGeek. Supplier shall ship to ThinkGeek, at ThinkGeek’s cost of shipping, additional samples of each product, at any time during the production run of such product as requested by ThinkGeek.

    Time is of the essence, and Supplier’s failure to meet any delivery date specified in a PO shall constitute a breach of this Agreement (unless otherwise waived or otherwise agreed to a later date by ThinkGeek). The acceptance of the Products after the delivery date shall not be construed as a waiver of any of ThinkGeek’s rights or remedies. If ThinkGeek opts to accept a late delivery and such delay is not caused by ThinkGeek, such as, but not limited to, factory production delays, failure to pass product inspection, factory audit or any other quality requirements specified in Section 7 of this Agreement, or revocation of a FAMA or similar licensor-required certification, then ThinkGeek has the right to claim, and Supplier shall immediately pay, for any loss, including, but not limited to, loss of sales, production “down time,” the cost associated with expediting Products from the Supplier or an alternate supplier, additional costs to ship Products via air, and cost premiums from the alternate supplier. In the event the Products are not delivered within seven (7) days after the agreed upon delivery date, ThinkGeek may cancel such PO with no further liability to Supplier, and Supplier shall immediately refund any monies received in connection to such PO.

    ThinkGeek may initiate changes, if any, to a PO by delivering written notice to Supplier (“Change PO”). ThinkGeek shall supply all deliverables reasonably required to define and document the new product specification such that Supplier can effectively manufacture such updated product. Upon receiving a Change PO, Supplier will (A) immediately cease all activities under the previous PO, (B) immediately begin implementation of the Change PO, and (C) use its best efforts to minimize any and all change costs associated with implementing the Change PO while maintaining all quality standards and all other requirements pursuant to the Supplier Terms. No amendment to any provision of any PO shall be effective unless in writing and signed by both Parties. To the extent any provision of the Supplier Terms conflicts with a PO, the provisions of the Supplier Terms shall prevail.

    Any changes in packaging (quantities and/or dimensions) or Products proposed by Supplier must first be approved in writing by ThinkGeek through the submission of a change request before they can be implemented. No other packaging or product changes may be implemented without ThinkGeek’s prior written approval.

    ThinkGeek may cancel any PO at any time and for any reason in writing, and Supplier will immediately cease all activities regarding such PO upon receipt of such PO cancellation; provided, however, that to the extent Supplier has abided by all of the terms of the Supplier Terms, as full and complete consideration pursuant to the applicable PO with no termination fees or other amounts due to Supplier in connection with such cancellation, ThinkGeek shall be liable for all costs that Supplier has incurred up to the date of cancellation upon evidence that such costs have been incurred, as reasonably determined by ThinkGeek following submission of supporting documentation from Supplier.

  6. Production and Sub-contracting. Where applicable, Supplier agrees that it will continue to diligently pursue certification from the Social Accountability Accreditation Services for its facilities to become SA8000 Certified Facilities and agrees to provide to ThinkGeek evidence of efforts made to date to achieve such certification. In addition, Supplier agrees that if such certification is not achieved within twelve (12) months of the date hereof, that ThinkGeek may terminate the Supplier Terms and any PO pursuant hereto.

    Supplier will not subcontract the whole or any part of its obligations under the Supplier Terms to any third party without obtaining the prior approval of ThinkGeek, which may be given or withheld in ThinkGeek’s sole discretion. If a subcontractor is approved by ThinkGeek, it will be Supplier’s responsibility to ensure such third party’s compliance with the terms of the Supplier Terms and the Code of Conduct and to provide reasonable evidence of the same upon request by ThinkGeek. Supplier will not change product’s manufacturing facility without obtaining the prior approval of ThinkGeek in writing and without such manufacturing facility first passing ThinkGeek’s factory audit. The initial and/or periodic factory audits shall be at ThinkGeek’s cost; provided, however, that if a factory fails the audit, then any and all re-audits shall be conducted at Supplier’s cost until a passing mark is received. To the extent a factory does not pass an audit, then Supplier shall be responsible for finding another factory that has passed the audit to continue the rest of the work for any outstanding POs at Supplier’s cost.

    Where applicable, ThinkGeek will own and remain the owner of all materials and/or equipment (e.g., dies, molds, tools) that ThinkGeek makes available to Supplier or Supplier developed for ThinkGeek at ThinkGeek’s cost to produce Products under the Supplier Terms (collectively, “ThinkGeek Materials”). Supplier will return the ThinkGeek Materials upon the earlier of the completion of related Products or ThinkGeek’s request for return of the ThinkGeek Materials and will allow ThinkGeek to remove and/or secure such ThinkGeek Materials at any time during or after the term of the Supplier Terms, including during time periods in between production runs. Supplier will return the ThinkGeek Materials in the same condition in which they were furnished to Supplier, reasonable wear and tear excepted.

    Supplier shall not use, or allow any third party (other than a subcontractor approved by ThinkGeek) to use, the material and equipment provided by ThinkGeek for any other purpose than for producing Products for ThinkGeek pursuant to a PO and in no event whatsoever may Supplier provide such ThinkGeek Materials to any of its customers or any other entities nor use such (or authorize use of such) for producing Products for any other entity other than ThinkGeek.

  7. Product Safety and Quality Control. ThinkGeek shall provide a list of testing and compliance standards at the time of the initial PO for each product. Supplier shall test and certify under the applicable standard by a nationally recognized testing laboratory (“NRTL”) as defined in 29 C.F.R. § 1910.7, such as Underwriters Laboratory (UL), the Canadian Standards Association (CSA), or Intertek Testing Services NA, Inc. (ITSNA/ETL), and will, upon valid certification, list the respective certification number on each unit of such Products. For the avoidance of doubt, such NRTLs will be engaged by ThinkGeek but Supplier agrees to coordinate and cooperate with testing of the Products. The initial safety test shall be at ThinkGeek’s cost; provided, however, that if a product fails to receive a passing test result, then any and all re-tests shall be conducted at Supplier’s cost until a passing result is obtained.

    Supplier agrees that the finished Products will be manufactured, properly marked, labeled, and packaged in accordance with all applicable Laws of the applicable jurisdictions as specified by ThinkGeek. To the extent the Products do not comport to such Laws, Supplier shall either re-work the Products to be acceptable or ThinkGeek shall have the right to cancel the PO and receive a refund for any previously paid amounts.

    For any Products regulated by the FCC, Supplier shall present ThinkGeek with a current and valid FCC Certification and agrees that all such Products shall be properly labeled according to the regulations set forth by the FCC. For any Products requested to be certified by UL, all reasonable documentation to evidence such certification shall be provided to ThinkGeek upon request and all such Products shall be properly labeled. Supplier must keep such certifications current at its own expense. Such certificate and associated test reports must be from an accredited third party and provided to ThinkGeek prior to its first shipment of any Products. If Supplier provides ThinkGeek with a fraudulent report or certificate, including, without limitation, testing reports, UL certificates, or FCC compliance certificates, ThinkGeek shall have the right to terminate the Supplier Terms immediately, together with all POs, and receive a refund for all amounts paid to Supplier for such Products and for all costs associated with removing such items from any and all warehouses, stores and/or other facilities.

    Where applicable, prior to shipment from the port from which the goods will be exported, Supplier must allow ThinkGeek or its agents/representatives to inspect all Products and packaging on a random sample basis and issue an inspection certificate executed by ThinkGeek or its authorized agent (the “Inspection Certificate”), as a condition of shipment. Such final random inspections of Products shall be at ThinkGeek’s cost; provided, however, that if a shipment of Products fails to receive a passing Inspection Certificate, then any and all re-inspections shall be conducted at Supplier’s cost until a passing Inspection Certificate is received.

    Where applicable, during the manufacture of any Products ordered by ThinkGeek, Supplier agrees to allow quality control personnel designated by ThinkGeek access to the Supplier’s facilities for the purpose of performing ongoing quality control and factory standards inspections upon twenty-four (24) hours’ notice to Supplier; provided that if ThinkGeek requests a quality control and/or factory standards inspection because of special circumstances, Supplier shall immediately grant such access. To facilitate such ongoing quality control, Supplier agrees to notify ThinkGeek when it shall have completed twenty percent (20%) of any given production run. Supplier shall provide purchaser with MSDS upon request for any Products before delivery of goods.

  8. Packaging Artwork, Packaging Quality and Shipping Cartons. For private label and licensed merchandise, all packaging artwork will be designed by ThinkGeek and provided to Supplier prior to production. Approval of an element for a particular product containing any IP Rights does not imply approval of such element for use in connection with a different product, even if the same trademark or tradename is used on both Products. Supplier will work with ThinkGeek’s internal packaging design team to develop structures and ensure quality assurance with the packaging printer. All Products must be packaged in accordance with the applicable packaging procedures to prevent damage during shipping. Master carton markings shall be affixed by non-removable label or printed directly on the master carton. Handwritten markings are not acceptable. All markings must be verified by accredited third party agencies and must meet all federal, state and local regulatory requirements where the Products will be sold.

  9. Supply of Defective or Non-Compliant Products. Supplier is responsible for ensuring that all Products supplied are of the same quality, content, characteristics, dimension, color, general appearance and other attributes as the approved production sample and specifications provided by Supplier and in accordance with high quality industry standards. In addition, without ThinkGeek’s prior written consent, Supplier shall not alter, substitute or change the design, composition, components or raw materials used to produce the Products ordered pursuant to the Supplier Terms from the design, composition, components and materials used to produce the approved production sample provided by Supplier. Any unauthorized alterations, substitutions or other changes prohibited by this paragraph shall give ThinkGeek the right to terminate the Supplier Terms and any outstanding POs immediately and without liability to Supplier. This responsibility continues until the Products are accepted by ThinkGeek (and no rejection occurs as permitted below), but does not absolve Supplier of liability for any defects that may have gone undetected through the product testing and shipment inspection processes.

    If within ninety (90) days of receipt of product by ThinkGeek, ThinkGeek ultimately rejects Products in writing due to defective quality, content, dimension, color, labeling, packaging, product markings or other material product defect issues, Supplier will promptly, at ThinkGeek’s election:

    1. Reimburse ThinkGeek in a timely fashion for the full value of the rejected Products plus all freight, handling, duty, and any other costs incurred by ThinkGeek, including the cost to destroy such Products, that are related to the defective or non-compliant Products; or

    2. Replace all defective or non-compliant Products with correct Products at no cost to ThinkGeek; or

    3. Repair all defective or non-compliant Products at no cost to ThinkGeek.

    All costs relating to the repair or replacement of the defective Products or packaging including any freight, handling, and customs charges to deliver Products cleared to ThinkGeek shall be prepaid by Supplier. If ThinkGeek elects to receive replacement product, it must be shipped within a reasonable time frame, and in no event later than sixty (60) days from the time ThinkGeek notifies the Supplier of the required replacement. In special cases reasonable extensions to the 60-day limit may be granted by ThinkGeek where additional lead-time is necessary to secure components that are required in production. In such cases the Supplier must provide ThinkGeek with a written request detailing the number of additional days required to produce and ship/deliver the Products as well as a detailed explanation of why additional time is needed and ThinkGeek shall retain sole discretion over whether or not it shall grant such extension.

    If ThinkGeek desires to purchase components of Products ordered so that ThinkGeek may repair, service or replace defective or worn components, Supplier agrees to make such components available to ThinkGeek at cost during the term of the Supplier Terms and for twelve (12) months thereafter.

  10. Country of Origin Information. Where applicable, Supplier shall provide ThinkGeek with accurate Country of Origin, i.e., country of manufacturing, information for each existing or new item, article, or good in accordance with the Country of Origin definition and standard set forth in any applicable law or regulation and agrees to notify ThinkGeek at least sixty (60) days in advance of a change in any Country of Origin, but in no case shall Supplier have the right to take actions which would cause the Country of Origin designation to change after having received and confirmed a PO.

  11. Product Warranty and Liability. Supplier hereby expressly represents and warrants to ThinkGeek that all of the Products to be provided by it pursuant to the Supplier Terms, unless otherwise instructed by ThinkGeek in writing:

    1. Are merchantable and fit for their intended purposes;

    2. Are free from defects in design, materials or workmanship, including, without limitation, defects as could create a hazard to life or property;

    3. Do not infringe any personal, contractual, proprietary, industrial design, patent, trademark, copyright or other intellectual property right of any third Party, and are permitted to be exported or imported, as the case may be;

    4. Are in compliance in all respects with all applicable Laws;

    5. Have not been manufactured in any manner inconsistent with the standards established in the Code of Conduct;

    6. Are in compliance with all specifications and requirements specified by ThinkGeek;

    7. Conform to all samples, models or specimens of such Products provided to ThinkGeek;

    8. Conform to Supplier’s specifications in Supplier’s written materials, including meeting all packaging requirements set forth in the vendor manual/guide, if applicable;

    9. Bear warnings, labels and markings for the territories as identified by ThinkGeek;

    10. Are free from liens and encumbrances and that Supplier owns and/or has the right to transfer or license to ThinkGeek, for use by ThinkGeek or its customers, any and all intellectual property relating to, associated with, or included in the Products, including without limitation, all patents, copyright, trademarks, service marks, trade dress, and trade secrets, where applicable;

    11. Bear the proper country of origin labeling.

    In the event that a latent defect or other failure of any particular product is discovered, after its receipt and acceptance, which shall require the replacement or repair of 10% or more of such product (being measured as a percentage of the applicable product contained in any single PO), Supplier shall be responsible for the repair or refund that may be necessary due to such defect or failure.

    Supplier shall undertake sufficient testing and care of manufacture to ensure that all Products produced are safe for their intended use. Supplier hereby agrees to defend ThinkGeek and ThinkGeek’s Indemnified Persons at Supplier’s expense with a properly qualified attorney selected by Supplier and approved by ThinkGeek and to indemnify ThinkGeek and ThinkGeek’s Indemnified Persons from any and all claims, charges, demands, proceedings, suits, direct or indirect liability, losses, damages and costs arising from or related to any actual or threatened product liability (or other) claims relating to any Products manufactured by Supplier for ThinkGeek, provided that such occurrence is not the result of ThinkGeek’s material breach of the Supplier Terms or any relevant PO. ThinkGeek and GameStop shall have the right to participate and be represented in any such action, suit, or proceeding by their own attorneys at their own expense.

  12. Compliance with Laws. Supplier represents, warrants, certifies, and covenants that it is, and will be, compliant with all applicable national, territory, commonwealth, federal, state, provincial, county or local law, regulation, ordinance, statute, directive, policy and/or standard (“Laws”) for all jurisdictions where product is manufactured, offered for sale, sold, intended to be sold and/or services provided. For the United States, for example, Laws includes, but is not limited to: the Consumer Product Safety Act, Consumer Product Safety Improvement Act, the Federal Hazardous Substance Act, the Flammable Fabrics Act, the Textile Fiber Products Identification Act, California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65) and Fair Packaging and Labeling Act, as well as the laws and regulations of U.S. Customs and Border Protection (including the Tariff Act of 1930, as amended). For the EU, for example, Laws includes, but is not limited to: Directive 2006/95/EC (Low Voltage Directive), Directive 2011/65/EU (RoHS Directive), Directive 1999/5/EC (R&TTE Directive), Directive 2009/48/EC (Toy Safety Directive), regulations for batteries and accumulators (e.g. Directive 2006/66/EC), General Product Safety Directive 2001/95/EC (GPSD), 93/68/EEC on CE Marking, and their local member country law equivalents and other laws of specific EU member states that may be applicable to the Products. For Australia, for example, Laws includes, but is not limited to: AS/NZS ISO 8124 (Toy Safety), AS/NZS 3820:2009 (essential safety requirements for electrical equipment), and all applicable RCM marking requirements and EESS (Electrical Equipment Safety System) requirements.

    Supplier represents, warrants, certifies, and covenants that:

    1. Supplier has an effective program providing that the activities of all approved sub-contractors it utilizes to provide any Products that will be incorporated into Products supplied hereunder will be in conformance with the requirements of this section.

    2. Supplier is aware of and understands the requirements of the United States anti-boycott laws and their prohibition against boycotts not sanctioned by the United States government. Supplier agrees not to do any act, sign any letter, agreement or document, or omit to do anything that violates such anti-boycott laws, or any similar applicable laws of other countries.

    3. Supplier agrees it shall provide material composition information for each product to the extent that any Products sold hereunder contains hazardous materials, including, without limitation, a completed Material Safety Data Sheet.

    When requested by ThinkGeek, Supplier shall provide certificates, evidence or other relevant information to show compliance with any applicable legal requirements, including those listed above, or to update existing certifications related to the representations and warranties in this section, in each case in form and substance satisfactory to ThinkGeek.

    In addition, Supplier acknowledges that Section 1502 of the Dodd-Frank Act (“Dodd-Frank Act”) will require ThinkGeek to disclose incorporation of “conflict minerals” (as defined in the Dodd-Frank Act) in future public filings of ThinkGeek, beginning in the year 2013, for Products obtained pursuant to the Supplier Terms. Supplier represents and warrants that it does not use, nor does it allow any subcontractor to use or incorporate, conflict minerals into any Products sold hereunder, including components thereof. Supplier further agrees to reasonably cooperate with ThinkGeek to comply with future policies designed by ThinkGeek to monitor compliance with its obligations under the Dodd-Frank Act, including, but not limited to, certifying and tracing origins of minerals used in Products and components thereof, to maintain supporting documentation for the same, and to allow ThinkGeek to inspect such documentation on reasonable notice to Supplier.

    Each Party represents, warrants and covenants: (X) that it is familiar with the United States Foreign Corrupt Practices Act, 15 U.S.C. §§ 778d (“FCPA”) and similar laws in the country of Supplier (together with the FCPA, “Anti-bribery laws”), and the purposes of such Anti-bribery Laws, and in particular, the prohibition of the payment or the gift of any item of value, either directly or indirectly, to an official of a foreign government for the purpose of influencing an act or decision in such person’s official capacity, or inducing such person to use influence with the foreign government to assist a company in obtaining or retaining business for, with, or in that foreign country or directing business to any person or company or obtaining an improper advantage, and (Y) that it has not taken, and during the term of the Supplier Terms it will not take, any action that would constitute a violation of such Anti-bribery Laws or any similar law.

    Each Party represents, warrants and covenants that neither it, nor any of its affiliates (or any of their respective principals, partners or funding sources), is nor will become a “Prohibited Party”, which is defined as (i) a person designated by the U.S. Department of Treasury’s Office of Foreign Asset Control as a “specially designated national or blocked person” or similar status, (ii) a person described in Section 1 of U.S. Executive Order 13224 issued on September 23, 2001; (iii) a person otherwise identified by a government or legal authority as a person with whom either Party is prohibited from transacting business; (iv) directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government; or (v) a person acting on behalf of a government of any country that is subject to an embargo by the United States government.  Each Party agrees that it will notify the other Party in writing immediately upon the occurrence of any event which would render the foregoing representations and warranties in the foregoing sentence incorrect.

  13. Indemnification. Each Party hereto shall defend, indemnify, and hold harmless the other Party (including its respective directors, officers, employees, parents, subsidiaries and affiliates and together with their successors and assigns) at the indemnifying Party’s expense with counsel selected by the indemnifying Party from and against any claim, charge, demand, proceeding, suit, or direct liability, loss, cost, expense, order, decree, attorneys’ fees, court costs, trial and appeal and judgments including damages of any kind (collectively, “Claims”) resulting from, arising out of, or in connection (A) any negligent or wrongful act or omission committed by the indemnifying Party or (B) the indemnifying Party’s material breach of the Supplier Terms, (C) the breach of any representation or warranty contained herein, or a PO, provided that such occurrence is not the result of negligence on the part of the indemnified Party or arising from the indemnified Party’s material breach of the Supplier Terms or any relevant PO. The indemnified Party shall have the right to participate and be represented in any such action, suit or proceeding by its own attorneys at its own expense.

    In addition, Supplier shall indemnify, defend, and hold harmless ThinkGeek and its respective directors, officers, employees, parents, subsidiaries and affiliates and together with their successors and assigns from and against any Claims resulting from, arising out of, or in connection (W) Products containing a material defect; (X) Products being subject to a voluntary or involuntary recall; (Y) Products causing injury to person or property and/or any infringement of IP Rights with respect to any Products covered by the Supplier Terms, except if the said infringement would not have occurred but for the design of Products or instructions provided by ThinkGeek.

    Further, upon notice in writing to Supplier of any claim or threatened claim for infringement of IP Rights, if such alleged infringement would not have occurred but for the design of Products provided by Supplier, Supplier will, at its sole expense, take such steps as may be necessary to assure for ThinkGeek’s continued use, sale, offer for sale, importation, or manufacture of any Products alleged to be infringing, including, but not limited to, at Supplier’s election: (i) procuring for ThinkGeek the right to continue using, selling, offering for sale, importing, and making the Products; or (ii) replacing the Products with Products approved by ThinkGeek that is functionally equivalent and neither defective in title nor infringing; or (iii) modifying such Products, in a manner approved by ThinkGeek, such that it becomes non-infringing while still being functionally equivalent to the original Products; or (iv) negotiating a license for all necessary intellectual property rights. If Supplier cannot do either (i), (ii), (iii), or (iv) above, Supplier will refund the entire purchase price plus all freight, handling, duty, and any other costs incurred by ThinkGeek, and ThinkGeek will undertake to destroy all such Products at Supplier’s expense while maintaining its rights and remedies at law and in equity.

    At Supplier’s cost, ThinkGeek shall give such assistance and information as Supplier may reasonably require to settle or oppose any such Claim, and Supplier may not settle any Claim related to this indemnity unless the settlement also includes an unconditional release of ThinkGeek and such settlement is approved by ThinkGeek.

    Notwithstanding any provision of the Supplier Terms to the contrary, in the event Supplier breaches any provision of the Supplier Terms, ThinkGeek and GameStop shall have the right to cancel the corresponding written or unwritten POs, invoices, contracts, agreements, or transactions.

  14. Confidentiality. In the performance of or otherwise in connection with the Supplier Terms, one party (“Discloser”) may disclose to the other party (“Recipient”) certain confidential information, which shall mean the Supplier Terms, any PO, the pricing and fees associated with the same, documentation, information, data, product plans, design drawings, other specifications and cost information, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information (collectively, “Confidential Information”). The Recipient will treat such Confidential Information as confidential and proprietary of the Discloser and during and after the term will: (A) use the Confidential Information of the Discloser solely for the purposes set forth in the Supplier Terms; (B) take suitable precautions and measures to maintain the confidentiality of the Confidential Information of the Discloser; and (C) not disclose or otherwise furnish the Confidential Information of the Discloser to any third party other than employees or independent contractors of the Recipient who have a need to know the Confidential Information to perform its obligations under the Supplier Terms, provided such employees or independent contractors are obligated to maintain the confidentiality of the Confidential Information. The obligations under this Section will not apply to any: (V) information that is now or hereafter becomes generally known, known in the industry or available to the public other than through a violation of the Supplier Terms; (W) information that is obtained by the Recipient from a third party (other than in connection with the Supplier Terms) who was not under any obligation of secrecy or confidentiality with respect to such information; (X) information that is independently developed by the Recipient without reference to any Confidential Information; (Y) any disclosure required by applicable law, provided that the Recipient will use reasonable efforts to give advance notice to and cooperate with the Discloser in connection with any such disclosure, and provided further that the Recipient shall limit such disclosure to only that information that is required to be disclosed; and (Z) any disclosure made with the explicit consent of the Discloser.

    Supplier will not publish or cause the publication of pictures of any Products containing IP rights or licensed IP rights in any publication or promotional materials, nor publicize in any way the fact that it is permitted to manufacture the Products.

  15. Insurance Requirements. ThinkGeek requires that any Supplier maintain adequate product liability insurance coverage. Upon request, a copy of the Supplier’s current Certificate of Insurance must be provided to ThinkGeek. For U.S. and/or Canadian Suppliers, the policies must be issued from an insurance carrier licensed to do business in the U.S. with an A.M. Best Rating of not less than A -12. The certificate must show evidence of commercial general liability insurance, or other liability insurance, in a form acceptable to ThinkGeek, with limits of not less than U.S.$1,000,000 per occurrence and U.S.$5,000,000 in the aggregate with additional insured endorsements naming ThinkGeek, GameStop, and each of its affiliates and subsidiaries, and with a thirty (30) days’ advance notice to ThinkGeek of cancellation or material change.

  16. Non-Solicitation. Supplier agrees not to (A) compete with the business of ThinkGeek, GameStop or any of their affiliates, (B) deal with or seek any information regarding the customers of ThinkGeek, GameStop or any of their affiliates, (C) offer any employee of ThinkGeek, GameStop or any of their affiliates employment or enter into an agreement for services with an employee of ThinkGeek, GameStop or any of their affiliates, and (D) offer any illegal inducement or consideration to, or accept any illegal inducement or consideration from, any employee or agent of ThinkGeek, GameStop or any of their affiliates in connection with the Supplier Terms, any PO(s), or any agreement with ThinkGeek, GameStop or any of their affiliates.

  17. Consent to Jurisdiction. The construction, performance and validity of these Supplier Terms shall be governed by and construed in accordance with the laws of the United States and the State of Texas without regards to its conflict of law’s provisions, and the courts in Tarrant County, Texas shall have exclusive jurisdiction over any dispute that cannot be resolved amicably between ThinkGeek and the Supplier.

  18. Termination. Without prejudice to either party’s other rights or remedies, each party will have the right to terminate the Supplier Terms upon written notice:

    1. If the other Party is in material breach of any material term, condition, warranty or covenant of the Supplier Terms and the Party fails to cure that breach within ten (10) days after receipt of written notice of such breach;

    2. If the other Party has a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding up (other than for the purposes of a bona fide schedule of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other Party shall enter into any voluntary arrangement with is creditors or shall become subject to an administration order, or if any comparable event occurs in any jurisdiction; or

    3. If the other Party becomes a Prohibited Party.

    ThinkGeek will have the right to terminate the Supplier Terms immediately in the event Supplier or an authorized subcontractor breaches the Code of Conduct or if Supplier or an authorized subcontractor provides fraudulent information with respect to any material term or obligation under the Supplier Terms, including, but not limited to documentation with respect to legal compliance pursuant to Section 18. In addition, ThinkGeek shall have the right to terminate the Supplier Terms for convenience upon thirty (30) days advance notice, in which event (X) all existing POs shall automatically terminate and (Y) ThinkGeek shall promptly pay all non-cancelable fees, costs and reimbursable expenses incurred by Supplier for services performed and delivery of Products made to ThinkGeek for all such work done and approved by ThinkGeek through to the effective date of termination.

    Termination of the Supplier Terms shall have as a consequence termination of each and every PO issued hereunder together with any attachments thereto unless the terminating Party agrees otherwise in writing. Notwithstanding anything herein to the contrary, in the event of a termination of the Supplier Terms or the termination of a PO by ThinkGeek under this Section or any other Section of the Supplier Terms, ThinkGeek shall have no liability to Supplier under the Supplier Terms or any ThinkGeek Order and shall be entitled to receive a refund of any deposits provided to Supplier in connection therewith.

    Except for the obligations, terms and provisions contained in the Supplier Terms that by their nature and context are intended to survive the performance thereof by the Parties shall so survive termination of the Supplier Terms, including, without limitation, provisions for title to the Products, payments, warranty and indemnification, liability and confidentiality, ThinkGeek shall have no obligations, financial or otherwise, to Supplier under the Supplier Terms, provided that each Party shall retain all available remedies at law or equity, and Supplier shall immediately and without demand return all IP Rights, ThinkGeek Property and ThinkGeek Materials to ThinkGeek, with all rights as may be granted hereunder reverting to ThinkGeek.

  19. Force Majeure. Neither Party shall be deemed in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the Supplier Terms (but for the payment obligations hereunder) due to an event beyond the reasonable control of either Party such as acts of God (e.g., flood earthquake, tornado, fire, etc.), war, acts of terrorism, disease, civil disturbances, or any other cause beyond the Parties’ reasonable control, making it illegal, impossible or commercially impractical for such Party to perform its obligations under the Supplier Terms (collectively, a “Force Majeure Event”). If a Force Majeure Event occurs with respect to a Party’s performance under the Supplier Terms, then such affected Party shall be excused from such performance to the extent of such interference. The Party affected by a Force Majeure Event shall as soon as practicable give notice to the other of such event, giving full particulars of the circumstances in question and steps taken or to be taken and shall use reasonable endeavors to resume full performance of its obligations. In the event that either Party shall be prevented from material performance of its obligations under the Supplier Terms by reason of a Force Majeure Event for a continuous period of more than fifteen (15) days, the other Party shall have the right to terminate such Supplier Terms by notice in writing.

  20. Enforceability. If any provision of the Supplier Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such finding shall not affect the validity of the remainder of the terms and conditions, all of which shall remain in full force and effect. The waiver by either Party of a breach or a default of any provision under any PO or the Supplier Terms by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.

  21. Cooperation. Supplier agrees to promptly cooperate with ThinkGeek with regard to any request for information or other assistance related to compliance with any regulatory issues, laws, or requirements concerning the Products or their packaging, labeling, markings, contents, etc.

  22. Notices. All notice required to be given under the Supplier Terms must be given in writing and delivered either in hand or by a recognized international delivery service, all delivery charges pre-paid, and sent to the addresses set forth below. Any notice to ThinkGeek shall also be sent to: Geeknet, Inc., 11216 Waples Mill Road, Suite 100, Fairfax, VA 22030, Attention: General Counsel, with a digital copy to: legal@thinkgeek.com. Any notice to Supplier shall be sent to the address at the top of the Supplier Terms. Each Party shall promptly provide notice to the other Party of any change of its address for purposes of the Supplier Terms.

  23. Assignment. Supplier may not, without the prior written consent of the ThinkGeek, legally or equitably dispose or attempt to dispose (including by sale, assignment, gift, transfer or charge) of the Supplier Terms or any of its rights under or in connection with it. ThinkGeek may assign any of its rights or obligations under the Supplier Terms by giving notice in writing to the Supplier of its intention to do so.

  24. No Partnership, Joint Venture, or Exclusive Relationship. Each party is an independent contractor and is not the legal representative, agent, joint venture, partner, or employee of the other party for any purpose whatsoever. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. Nothing in the Supplier Terms shall be construed as an exclusive arrangement between Supplier and ThinkGeek, and ThinkGeek shall be free to obtain Products from any other manufacturer thereof.

  25. Waiver. No waiver of any term or condition of the Supplier Terms shall be construed as a waiver of any other term or condition hereof; nor shall any waiver of any default under the Supplier Terms be construed as a waiver of any other default hereunder.

  26. Conflict with Language. The Supplier Terms and its terms and conditions are drawn up in the English language. If any translation of the same is made into another language, the English language text shall in any event prevail.

  27. Further Acknowledgement. Supplier further expressly acknowledges and agrees that (i) these Supplier Terms shall not, and shall not be deemed or interpreted to, nullify, render void or otherwise lessen or mitigate against the effectiveness of any other indemnity agreement (or representations and warranties contained in any other agreement) that Supplier previously has executed or in the future may execute in favor of ThinkGeek and (ii) these Supplier Terms and such other agreement(s), if any, shall be collectively interpreted so as to effectuate the broadest possible indemnification and hold harmless obligation by Supplier.


EXHIBIT 1

Product Condition Schedule (see section 1, not required unless agreed upon by both parties)

The Products set forth below shall be available at the prices specified below from the date first mentioned above until _________. Any prices extended to ThinkGeek under the Supplier Terms shall be extended to any affiliate thereof, including GameStop, upon request.

# Product Description UPC Code Harmonized Tariff Code Packaging Description Country of Origin Date by which POs must be Submitted for this Product Minimum Order Quantity Base Cost Per Unit ($USD) Packaging Cost Per Unit ($USD) Total Cost Per Unit ($USD)
1
2
3

EXHIBIT 2

CODE OF CONDUCT

Assessment and Compliance
Audits of production facilities are periodically made by ThinkGeek and/or its authorized agents. ThinkGeek’s agents are required by agreement to promptly notify ThinkGeek of any event of noncompliance with the code of conduct (the “Code of Conduct”) set forth in this Exhibit 2. Suppliers will be notified of the results of any audits and offered guidance with respect to matters requiring correction or which need improvement; however, ThinkGeek reserves the right to suspend future orders or to terminate the Supplier Terms and/or any POs for compliance failures and to amend this Code of Conduct upon thirty (30) days written notice to Supplier.

Employment Standards

  • No Child Labor: Suppliers will not use child labor. A “child” refers to a person younger than 15 (14 where local law allows) or, if higher, the local legal minimum age for employment or the age for completing compulsory education.

  • No Forced Labor: Suppliers will not use any forced or involuntary labor, whether prison, bonded, indentured or otherwise.

  • No Harassment or Coercion: Suppliers will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence or other forms of physical, sexual, psychological or verbal harassment or abuse.

  • Bribery: Suppliers will not attempt to provide any items, money, service or product to any associates or representatives of ThinkGeek, nor shall any Supplier engage in corrupt practices of any kind, including private or public bribery or kickbacks. Supplier will maintain integrity, transparency and accuracy in all record keeping.

  • Fraud: Suppliers will not provide fraudulent documentation of any kind, or statements with intent to deceive.

  • Freedom of Association: Suppliers will recognize and respect the right of employees to associate freely and bargain collectively in a lawful and peaceful manner, without penalty or interference.

  • Nondiscrimination: ThinkGeek respects the cultural differences found worldwide; however it is our belief that workers should be employed on the basis of their ability and qualification to do the job, and not on the basis of personal characteristics or beliefs. As such, Suppliers will not discriminate with regard to hiring and employment practices on the basis of race, religion, age, nationality, social or ethnic origin, gender, sexual orientation, political opinion or disability.

  • Wages and Benefits: Suppliers must at least pay the minimum wage as required by local law and shall provide all legally mandated benefits. An overtime premium must be paid in accordance with country law.

  • Hours of Work/Overtime: Suppliers will maintain reasonable employee work hours in compliance with the laws of the given country. ThinkGeek will favor Suppliers whose employees are normally not scheduled for more than forty-eight (48) regular hours per week and 12 hours overtime. Except for extraordinary business circumstances, employees should be permitted to at least one (1) day off in every seven (7) day period, or the legally mandated rest period if greater than one (1) day a week.

  • Health and Safety: Suppliers will provide employees with a safe and healthy workplace in compliance with all applicable laws and regulations, ensuring at a minimum, reasonable access to potable water and sanitary facilities, fire safety, and adequate lighting and ventilation. If housing is provided by a Supplier for its employees, such housing must be clean and safe.

Customs
Suppliers must adhere to all United States and foreign customs laws, including all import and export regulations. Suppliers are prohibited from participating in any manner in the “trans-shipment” of product from one country to another country in order to illegally evade a country’s custom laws.

Environment
Suppliers will comply with all applicable laws and regulations regarding protection and preservation of the environment in their country.

No Unfair Business Practices; Privacy
Supplier will act lawfully and with integrity in the proper handling and protection of competitive data, proprietary information and other intellectual property (including but not limited to trade secrets, patents, trademarks, and copyrighted works) and comply with applicable legal requirements regarding fair competition, antitrust, and accurate and truthful marketing. Supplier shall safeguard and make only proper use of confidential information to ensure that worker and customer privacy are protected.

Monitoring, Documentation and Compliance
Suppliers will permit ThinkGeek and its agents (including third parties) to engage in assessment activities/audits (sometimes unannounced, or with 30 days’ notice) to confirm compliance with this Code of Conduct, including reviews of books and records relating to employment matters; and private interviews with employees. Suppliers will maintain on site all documentation that may be needed to demonstrate compliance with this Code of Conduct.

Communication of Standards
Suppliers will take appropriate steps to ensure that the provisions of this Code of Conduct are communicated to employees, and any authorized subcontractor employees, including the prominent posting of a copy of this Code of Conduct, in the local language and in a place readily accessible to employees, at all times.

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