Business Law

Contract Project
September 6, 2017

Buyers: Alex Gerwer and Robert Nicoletti

Sellers: Robert Jan Slavenberg and Aditya Gulati

I hereby certify and affirm that I have meaningfully participated in and contributed to the negotiation
and writing of this contract.

Signed:

Spetember 6, 2017
____________________________________________________

Alex Gerwer Date

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 CONTRACT FOR THE SALE OF GOODS

This Contract for the Sale of Goods is made on this 15th day of September, 2017 by and between,

Bruins Bears, whose principal place of business is located at 333 Washington Avenue in Marina Del Rey
in the County of Los Angeles, in the State of California, with a postal code of 90292, a California
Corporation, operating as a manufacturer of promotional products (the Seller)

and

Bears 4 Bruins, whose principal place of business is located at 6207 Cordoba Court in the City of Long
Beach, in the County of Los Angeles, in the State of California, with a postal code of 90803, a California
Corporation, operating as a wholesale distributor of promotional products (the Purchaser).

In consideration of the covenants and agreements contained in this Contract, the Buyer and Purchaser
agree to the purchase of goods described below:

1. Description of Goods:

The Seller agrees to sell to the Purchaser 200,000 stuffed animals resembling bears, with color and
overall appearance as shown in Exhibit A to this contract. The specifications of the stuffed animals are
as follows: 8 inches in height, 5 1/3 inches in maximal girth, and 17 1/3 ounces in weight. Each stuffed
animal will be received wearing a blue t-shirt bearing the copyrighted UCLA Bruin logo in gold

2. Payment:

The Purchaser will pay for these items in three installments: $300,000 upon signing the contract,
$300,000 upon receipt of the initial order of 25,000 of the specified stuffed animals within 30 days of
signing the contract, and $400,000 upon receipt of the remaining 175,000 of the specified stuffed
animals before September 1st of 2018. In addition, only for those of the specified stuffed animals which
will be sold (versus given away), the Purchaser agrees to pay the Seller a royalty of 40% of the profits
that would result if the specified stuffed animals were sold at $20.00 apiece, or $6.00 per specified
stuffed animal. Royalty payments are to be made in monthly installments on the last day of the month
in which sales are made.

3. Term:

This contract shall begin on 15th day of September, 2017 and end upon the final receipt of the specified
stuffed animals. Receipt shall occur, with or without requisition for the balance of goods then
unshipped, by September 1st of 2018, unless otherwise mutually agreed upon by both the Seller and the
Purchaser in writing. If the Purchaser is in arrears on its account, according to the dates indicated under
Payment, however, the Seller may then cancel this Contract and sue for damages, including, but not

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limited to, lost profits, offsetting the deposit there against, and further recover its litigation costs,
including, but not limited to, attorney fees.

4. Delivery:

Upon the Seller notifying the Purchaser of the availability of completed goods (according to the
specifications noted in Description of Goods) in writing, the Purchaser will be responsible for making
arrangements to pick up completed goods at the loading dock of the Seller within one week of such
notification by the Seller.

The Seller will arrange to have completed and available to the Purchaser 25,000 of the specified stuffed
animals within 30 days of signing the contract. The Seller will also arrange to have completed and
available to the Purchaser the remaining 175,000 of the specified stuffed animals before September 1st
of 2018.

5. Risk of Loss:

Until the Goods are physically received by the Purchaser, the Seller bears any and all liability and risk of
loss from any and all casualties to the Goods, regardless of the cause.

6. Acceptance:

Goods are deemed to have been accepted by the Purchaser upon the Purchaser taking physical
possession of the goods. The Purchaser shall have the right to examine all goods upon receipt, but must
notify the Seller, in writing, of any claim for damages based upon the condition, quality, or grade of the
goods received within no more than five days of the Purchaser’s receipt of the goods. The Purchaser
must specify the basis for its claim in detail. In such notification, the Purchaser must designate all
defects that can be ascertained by reasonable inspection, specifying the particulars of any claims made.
The Purchaser must inform the Seller in a timely fashion in order to allow the Seller the opportunity to
cure any defects to the goods that it makes. Once notified of defects by the Purchaser, the Seller
commits to replacing any and all defective goods within a week. Therefore the Purchaser may not
pursue any claim for damages that has not been reported in the above indicated manner to justify,
establish, or claim breach of this Contract. The Purchaser’s failure to provide notification of any claim
for damages based upon the condition of goods received within the required five day time period
constitutes irrevocable acceptance of the goods.

7. Communications:

All notifications between the parties shall be made in writing and must be delivered either by courier or
certified mail with return receipt requested.

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 8. Charges:

The Purchaser agrees to accept the goods and pay for them in accordance with the terms set forth
herein. The Purchaser agrees to pay for all goods, in full, upon their receipt. The Seller shall invoice the
Purchaser each time the Purchaser receives goods from the Seller. The Purchaser shall pay all charges
on terms of net 30 days receipt of goods. Any late payment shall bear a late charge of ten percent
(10%). Overdue invoices shall also bear an interest rate of fifteen percent (15%) per year. The
Purchaser shall be liable for all costs associated with the Seller undertaking collection or enforcement
activities, including, but not limited to, attorney fees. If the Purchaser is in arrears on any invoice, the
Seller may, at its own discretion, apply the deposit thereto and withhold making available any additional
goods to the Purchaser, until all arrearages are brought current.

9. Deposit:

Upon signing this contract, the Purchaser shall pay the Seller a deposit of $100,000 toward the total
price as a precondition for the Seller’s performance, which deposit is to be credited to the final
shipment.

10. Warranty:

The Seller warrants that the goods sold under this Contract are new and free from substantive defects in
workmanship and materials. These goods are non-refundable, as they have been made expressly for
the Purchaser. The Seller’s liability under the foregoing warranty is limited to the replacement, repair of
goods in a timely manner, or refund of the purchase price, at the Sellers sole discretion. No additional
or other warranties, expressed or implied, are made by the Seller and no other warranties on the part of
the Seller should be imputed or presumed.

11. Taxes:

All applicable sales taxes, tariffs, and other governmental charges, if applicable, shall be paid by the
Purchaser and are the Purchaser’s responsibility, except as limited by law.

12. Time is Of the Essence:

Time and timely performance is of the essence for this Contract and for all of the covenants and
provisions contained in this Contract.

13. Indemnification:

The Purchaser will indemnify and defend the Seller for all liability again loss, damage, or injury to
persons or property arising from or related to the performance of this Contract, including, without,

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limitation, all consequential damages, whether or not resulting from the negligence of the Seller or any
of the Seller’s agents.

14. Governing Law:

This Contract shall be governed by the laws of the State of California. Any disputes hereunder will be
heard by the appropriate federal and state courts that are located in Los Angeles Country in the State of
California.

15. Force Majeure:

The Seller may, without penalty or liability, delay performance or cancel this Contract due to force
majeure events or other circumstances beyond the control of the Seller including, but not limited to,
acts of God, political unrest, embargos, strikes, supply source issues, casualties, or strikes.

16. Miscellaneous:

This Contract embodies the entire agreement between the Seller and the Purchaser, superseding and
replacing all prior agreements regarding the particular sales transaction specified in this document. Any
and all changes to this Contract must be made in writing and signed by both the Seller and the
Purchaser. This Contract shall be binding upon both parties and their respective heirs, executors,
administrators, successors, assigns, and personal representatives.

17. Execution:

This agreement has been executed in duplicate, whereby both buyer and seller have retained one copy
each,

_________________________________ ________________________________

Seller Date Buyer Date

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 Exhibit A

Stuffed Animal