Forgot Your B-Stock Password?
JOURNEYS GROUP ONLINE
This Purchase Agreement is entered into on November 10, 2012, between Genesco Inc.
("Seller"), which wishes to sell certain damaged or discontinued inventory
("Merchandise") on the terms and conditions set forth in this Agreement, and the
undersigned "Buyer," which wishes to purchase Merchandise on such terms and
The Seller and the Buyer agree as follows:
1. From time to time in its discretion, Seller may make available for purchase by Buyer
items of Merchandise at prices per unit to be set forth on Exhibit A to this Agreement,
as they may be agreed by the parties with respect to each purchase transaction. Items
of Merchandise purchased by Buyer pursuant to such availability will be sold and
purchased at the price specified in the bid accepted through
journeysgroup.genesco.com, on the terms and conditions specified herein. For the
avoidance of doubt, this Agreement may not be modified unilaterally by a purchase
order or other document issued by Buyer, even if Seller delivers merchandise after
receipt of such a purchase order without disclaiming its terms and conditions.
2. Merchandise will be sold and purchased FOB Seller's distribution facility in Lebanon,
Tennessee. Buyer will be solely responsible for all costs of transportation and insurance
from such facility to Buyer's destination and will bear the risk of loss or damage to
Merchandise from the point at which the Merchandise is delivered to the custody of
3. Merchandise is sold AS IS, and subject to up to 3% quantity variance per order,
which is reflected in the agreed purchase price. The Buyer must notify the Seller in
writing of any quantity discrepancy above 3% of the units of Merchandise ordered
within 7 days after delivery of the Merchandise to Buyer's carrier pursuant to Section 2
of this Agreement, and shall have no recourse for discrepancies below 3% or for
discrepancies not noticed pursuant to this Section 3 within the 7 days specified herein.
The Seller warrants that buyer will receive good and marketable title to Merchandise
purchased hereunder, but Seller hereby disclaims all other warranties, express or
implied, including without limitation the warranties of merchantability, noninfringement,
or fitness for a particular purpose.
4. The purchase price for Merchandise will be due and payable by electronic funds
transfer (ACH or wire) to Seller’s account not more than 48 hours after Buyer is sent email
notice of acceptance of its bid. The funds transfer instructions will be made as
Bank Name: Bank of America, N.A. Bank City/State: Concord, CA
Account Name: Genesco Inc. Misc. Account Number: 37566-56488
ABA Number: 111000012 (for ACH payments)
ABA Number: 026009593 (for domestic wires)
Swift Code: BOFAUS3N (for international wires)
Bank Contact: Arvinder Kaur, 888-715-1000, Ext. 57647
5. The Buyer hereby covenants and agrees that it will not resell the Merchandise for
delivery in the United States, Canada, or Puerto Rico and that it will not resell the Merchandise to
any person or entity that it has reason to believe will resell it or permit it to be resold
for ultimate delivery in the United States, Canada or Puerto Rico.
6. The Buyer will hold all information concerning its purchase and sale of Merchandise
from Seller, including but not limited to the fact that a purchase has occurred and the
price and other terms of the purchase, in strict confidence and will not disclose any
such information to any third party except to the extent it is required by law to do so.
7. Either party may terminate this Agreement for any reason or for no reason at all at
any time by giving written notice of termination to the other. Termination of this
Agreement will not relieve either party of its obligations of delivery and payment for any
Merchandise previously purchased hereunder.
8. This Agreement will be governed by and interpreted in accordance with the laws of
the State of Tennessee, without regard to conflict of law rules. Any action brought in
connection with this Agreement shall be brought in state or federal court sitting in
Davidson County, Tennessee, and the parties hereby consent to the jurisdiction of and
venue in such courts.