ex1010.htm


    HOME
      OFFICE

    1966
      Greenspring Drive

    Suite
      300

    Timonium,
      MD 21093

    Tel.
      (410) 560-7100

    Fax.
      (410) 560-7148

    Web
      Site:
www.diamondcomics.com

    


    Thursday,
      August 30, 2007

    


    Dear
      Vendor,

     

    Below
      is
      our understanding of the terms of sale between Diamond Comic Distributors,
      Inc.
      and your company.  If you are in agreement with these terms, we ask
      that you pleas sign in the space provided at the bottom of this form, and return
      this form to us at your earliest convenience.  If for any reason you
      disagree with any part of the information contained on this form, please contact
      your Brand Manager at (410) 560-7100 for clarification, or draft what you
      believe your terms to be, and either return your draft with this form to the
      address above or fax them both to (410) 560-7589.

     

     

    
      	Vendor
              Number: 	7691  Consignment
              Vendor	 	 	 
	Company
              Name: 	PLATINUM
              STUDIOS	 	 	 
	Make
              Checks Payable To:	PLATINUM
              STUDIOS INC	 	 	 
	Remittance
              Address1: 	11400
              W.  OLYMPIC BLVD, 14TH
              FLOOR	 	 	 
	Remittance
              Address2:	 	 	 	 
	City:
              LOS ANGELES	State:
              CA	Zip
              Code: 90064	Country:
              USA	 
	Main
              Contact:	ADAM
              ROSENBLUM	Title:
              EDITOR IN CHIEF	 	 
	Phone
              No.: 	310-940-5600	Fax
              No.: 310.276.2799	Email
              Address: adam_rosenblum@platinumstudios.com	 
	Transportation
              Contact:	 	Title:	 	 
	Phone
              No.: 	 	Fax
              No.:	
              Email
                Address:

               

            	 
	Advertising
              Contact:	 	Title	 	 
	Phone
              No.: 	 	Fax
              No.:	
              Email
                Address:

               

            	 
	Purchasing
              Contact:	 	Title:	 	 
	Phone
              No.:  	 	Fax
              No.:	
              Email
                Address:

               

            	 
	Send
              PO Via: 	xE-mail  	ð
              Fax	ð
              USPS  	ð
              Other


    

     

    Discount
      / Terms

     

    
      	Net
              Cost or Base Discount	ð
              Net Cost 	ð
              Base Discount 60%	 
	Billing
              Terms:	NET
              30 	ð
              Early Discount Allowed	 
	 	   	 	 
	Comments:	 	 	 


    

     

    Shipping
      Terms

     

    
      	Freight
              Term 	x Freight
              Paid	ð
              FOB Hong Kong 	ð
              Freight Allow
	 	ð
              Plus Freight   	ð
              Freight Rebate   	ð
              Other


    

    
       

      
        	Manufactured
                At:	 	 	 
	Phone
                No.: 	Fax
                No.:	Email
                Address:	 


      

    

    
      
         

        
          	Shipping Loc (if different from
                  manufacturing
                  loc):	 	 	 
	Phone
                  No.:    	Fax
                  No.:      	Email
                  Address:	 


        

      

       

    

    Ordering
      Information

    ð
      Do we need to order
      in increments or case qtys? Increments

    How
      many
      different shipping points do you allow? All

    Drop
      Ship
      Requirements/Minimum

    Reorder
      Increments/Minimum

    Previews
      Information

    
      	Previews
              Vol. No: 	Previews
              No.:	Brand
              Manager: Jay Spence 	Ext:
              272
	Product
              Discount:	Product
              Category: Category Not On File	 	 
	 	Initial
              Title Listed:	 	 


    

                                                                                                       

                                   


    
      
        	
                Brian
                  K Altounian

              	 	
                President/COO 

              	 	
                8/30/07 

              
	
                Vendor
                  Authorized Signature

              	 	
                Title

              	 	
                Date

              
	 	 	 	 	 
	 	 	 	 	 
	
                Team
                  Leader Approval    

              	 	
                Date
                  Approved

              	 	
                 

              
	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    HOME
      OFFICE

    1966
      Greenspring Drive

    Suite
      300

    Timonium,
      MD 21093

    Tel.
      (410) 560-7100

    Fax.
      (410) 560-7148

    Web
      Site:
www.diamondcomics.com

    


    Thursday,
      August 30, 2007

    


    7691

    PLATINUM
      STUDIOS

    11400
      W.
      OLYMPIC BLVD, 14TH FLOOR

     

     

    
      	LOS
              ANGELES 	 	CA           90064-    	 	USA
	Contact:
              ADAM ROSENBLUM	 	Title:
              EDITOR IN CHIEF	 	Phone
              No.: 310-940-5600


    

     

    If
      information above is incorrect please type or print correct information
      below.

    


    Company
      Name:

    Address:

     

    
      	City:   	 	State:	 	Zip
              Code:	 	Country:
	Contact: 	 	Title:    	 	Phone
              Number:	 	 


    

    


    The
      Internal Revenue Code requires the
      filing of Form 1099 for payment of services performed by all non-corporate
      entities and law firms.  Further, the Code requires backup withholding
      on all reportable 1099 payments unless your taxpayer identification number
      is
      provided.  To avoid this withholding on future payments to you, please
      complete item #1 or item #2 below, sign the completed form, and return it
      promptly to our Accounts Payable Department via mail or you may fax it to (410)
      560-7145.

    


    
      	
              1)  

            	
              ð  This
                company is a corporation – Form 1099 should not be filed (Except for law
                firms.

            


      	 	 


      	 	 
              
              Federal
                Employer Identification Number:

            


    

     

    
      	
              2)  

            	
              ð
                This company
                is not a corporation – Form 1099 should not be
                filed

            


      	 	 


      	 	 
              
              Federal
                Employer Identification Number or Social Security
                Number

            


      	 	 


      	 	 
              
              Please
                check the nature of your
                organization

            


    

    


     

    
      	
              ð
                Individual 

            	ð
              Government
              Agency	
              ð
                Partnership

            	
              ð
                Tax
                Exempt

            	
              ð
                Other

            


    

    ð
      LLC  (If
      LLC, what type of entity is this for tax purposes?)

     

     

    
      	
              Brian
                K. Altounian

            	 	
              President/COO

            
	
              Signature

            	 	
              Titile

            
	 	 	 
	
              8/30/07

            	 	
              310-807-8188

            
	
              Date

            	 	
              Phone
                Number

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    


    PURCHASE
      ORDER TERMS

    


    Diamond
      Comic Distributors, Inc.’s Purchase Oder Terms are to be maintained by Vendor in
      its permanent file and all orders placed by Diamond Comic Distributors, Inc.
      with Vendor shall be accepted by Vender under the terms and conditions of this
      document.  These Purchase Order Terms supersede all prior written or
      oral agreements.

    


    Diamond
      Comic Distributors, Inc. (“DCD”)shall place all orders with Vendor by any number
      of means including, but not limited to, mail courier, facsimile transmission
      or
      other electronic means, and all such orders shall be construed as being subject
      to this document.

    


    Vendor
      shall e deemed to have accepted Diamond’s Purchase Order under the terms and
      conditions stated herein unless Vendor notifies the DCD Order Processing
      Department in writing within five (5) days of the receipt of the Purchase
      Order.  Upon notification DCD will either cancel the existing Purchase
      Order and decide whether to place a new Purchase Order, or accept the product
      on
      a returnable basis subject to fees and conditions outlined below.

    


    If
      the
      product and or invoice is received with a different retail price, terms, or
      other documentation than stated on the Purchase Order, DCD may accept the most
      favorable terms and/or pay the lower of the two prices and all products will
      be
      fully returnable.

    


    In
      the
      event that DCD accepts products on  a returnable basis, DCD reserves
      their right, at its sole discretions, to withhold payment for such products,
      for
      up to 120 days from receipt of goods, and impose on Vendor a processing fee
      of
      $100.

    


    Vendor
      shall include a packing list with each shipment to include title, DCD item
      code,
      quantity shipped and DCD’s purchase order number.

    


    Upon
      shipment of product, an invoice must be sent to:

    


    Diamond
      Comic Distributors, Inc.

    1699
      Greenspring Drive – Suite 300

    Timonium,
      MD 21093

    


    
      	
               

            	
              (Invoices
                should not be included with shipments, as this will result in delay
                of
                payment.)

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Notwithstanding
      orders for Themed Products (as hereinafter defined), any Purchase Order for
      a
      product which Diamond is ordering for the first time (“Initial Oder”) shall be
      valid for a period of thirty (30) days after the Vendor solicited ship month,
      after which date the Purchase Order shall void and no further force or
      effect.

    


    If
      a
      Purchase Order is placed after the Initial Order for the same product
      (“Reorder”) the Reorder must ship within fourteen (14) days of the Initial Order
      shipment, or within fourteen (14) days of the order date printed on the Reorder,
      whichever date is later.  Any such reorders that do not ship within
      the above described time frame will be cancelled , or if indicated by DCD in
      writing, accepted on a fully returnable basis.

    


    DCD
      requires that any and all items are related to holidays or other media events
      (“Themed Products”) must ship at least twenty one (21) days prior to said
      holiday or event.  Any such Themed Product that do not ship within the
      above described time frame will be canceled, or if indicated by DCD in writing
      accepted on a fully returnable basis.

    


    In
      the
      event Vendor ships product to DCD which has not been ordered by DCD, Vendor
      assumes all risks for the product.  DCD shall be under no obligation
      to receive , store , secure, inventory, or return such unsolicited product
      to
      Vendor. DCD shall not be obligated to make any payment to such unsolicited
      product under any circumstances.

    By
      accepting DCD’s Purchase Order, Vendor hereby warrants to DCD that (i) it owns
      all rights to market and sell the products to DCD as described in the Purchase
      order; (ii) said products will be of good and salable quality; and are free
      of
      all liens, claims and encumbrances; (iii) said products conform to affirmations
      of fact made by Seller in its solicitations, catalogs and product descriptions;
      and (iv) said products are adequately contained, packed and labeled in
      compliance with law and conform to the promises and affirmations f fact made
      to
      the container and label.  Vendor further agrees to indemnify and hold
      DCD, its agents, affiliates and subsidiaries (collectively “DCD”) harmless, from
      and against any loss damage or expense suffered by DCD, including reasonable
      attorneys’ fees and costs, by reason of breach by Vendor  of the
      warranties contained herein or any act or omission of Vendor or allegation
      of
      trademark, copyright or patent infringements, defect in material, workmanship
      or
      design, personal injury, property damage , unfair competition, obscenity, libel
      or other invaded right, either alone or in combination, and any settlement,
      judgment or payment with respect to any claim, lawsuit or cause of action
      against DCD as a result thereof.  In addition to and not in limitation
      of any rights DCD may have under this paragraph by law or statute, in the event
      a claim or allegation is made against DCD regarding any of the above or if
      Vendor breaches the warranties contained herein, DCD shall have the right,
      in
      its sole discretion, or either receive quantities DCD ordered, cancel the
      Purchase Order without further obligation on its part, or return the products’
to the Vendor for a full refund.  Vendor shall reimburse DCD for all
      costs incurred due to the above.

    


    Shipments
      of product shall be delivered F.O.B to the location(s) designated on the
      Purchase Order, unless other arrangements have been agreed to by DCD, in
      writing.

    


    Shipments
      from International Vendors must be shipped “deliver duty paid
      (DDP)”.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
      Purchase Order shall be governed by the laws of the State of Maryland, excepting
      the conflict of laws rules of the State. In the event of any litigation arising
      out of the Purchase Order, Vendor hereby agrees that jurisdiction and venue
      shall rest exclusively within the courts of the State of Maryland, including
      the
      United States District Court for the District of Maryland.

    


    If
      any
      term or provision of these Purchase Order Terms are held by a court to be
      invalid, void, or unenforceable, the remainder of the terms and provisions
      of
      these Purchase Order Terms shall remain in full force and effect and shall
      in no
      way be affected, impaired or invalidated.

    


    Vendor
      shall not assign or transfer the Purchase Order or any part thereof or any
      right
      here/thereunder without DCD’s prior written consent.

    


    These
      Purchase Order Terms are intended by the parties to be a final, exclusive and
      complete statement of the terms of their agreement, and acceptance is expressly
      limited to the terms stated herein.  Neither trade usage nor any terms
      and conditions that may be contained in any acknowledgment, invoice or other
      documentation of Vendor, nor course of prior dealing between the parties shall
      be relevant to supplemented or explain any terms used in the Purchase
      Order.  Should Vendor have any questions as to the meaning of any
      terminology or  phrasing used in these Purchase Order Terms, Vendor
      shall get clarification from DCD.  DCD’s Purchase Order Terms shall
      constitute the entire agreement between the parties and may not be modified
      or
      rescinded except by a writing signed by both parties.

    


    Accepted
      By:

     

     

    
      	Bill
              Schames	 	Brian
              K Altounian/President/COO	 
	Diamond
              Comic Distributors Inc.	 	Name/Title	 
	 	 	 	 
	Vice
              Presiden, Purchasing	 	Platinum
              Studios, Inc.	 
	Title	 	Company	 
	 	 	 	 
	8/31/07	 	8/30/07	 
	Date	 	Date	 


    

     

    My
      signature indicates that I have read Diamond’s three (3) page “PURCHASE ORDER
      TERMS” (  POTERMS-003) and agree to be bound by al terms and
      conditions contained therein.  I also attest that I have made a true
      and exact copy for my records.

    


    
      
        
        

      

      
        5