Statement of Work This Statement of Work applies to work under the Master Services Agreement, dated August 3, 2020 between Germ Nerds LLC (“Client”) and Kable Product Services, Inc. (“Kable”) to which follows for services offered by Kable at the rates defined below. In the event of any conflict between the terms hereof and the Master Services Agreement, the terms of this Statement of Work will govern. This is an outline of services to be performed and may be edited by mutual agreement by both Kable and Client. Project Summary Kable will receive product (Sandal Handle) loaded in containers, separate cartons by SKU, possibly loaded on pallets, or perhaps received in individual cartons (yet to be finalized). Each SKU will be individually packaged in a polybag, and each bag to include its own individual SKU label. Cartons will contain a single SKU. Individual polybags may contain multiple units within the package containing any number of units (estimated to be 1-2-3-4-5 packs, but subject to adjustment). Each pack will contain its own SKU label. The individual Sandal Handle may be attached to some form of belt accessory, etc.. If there is belt accessory, it will be attached to an individual Sandal Handle, and poly-bagged separately with its own SKU identification label. Item set-up will require some ‘kit on the fly’ items to bee coordinated between Client and Kable. Kable will connect to Client Shopify store to receive orders, update inventory and update tracking information at a frequency to be mutually agreed upon via and Application Programming Interface (API) call directly to Shopify.. The API will return orders to Kable system for processing at the order level with individual line items. A separate order may also be required for third party retail businesses, such as Amazon. Client and Kable will work together to determine import methodology. Kable will be responsible to insert the respective SKU, and any additional collateral, into a mailing package,, seal the respective package securely and apply the necessary shipping label to the finished package Bubble mailers, if approved by Client, will be used where appropriate and will be the primary method of pack out. Completed orders/cartons will then be transferred into the defined shipping channel. Kable may be required to “kit” different packages with varying unit quantities. Each of these different type ‘kits’ will need to be more formally defined, and Kable will provide a price quote to create the kit. Client and Kable will agree upon the price and SOW will be amended and executed accordingly before work commences on any kitting projects. Документ1 Page 1 of 8 Price quote for Fulfillment Services Consumer eCommerce orders: Direct-to-consumer orders Order Processing: Includes download of order files in an approved format, printing of shipping label, close and tape box, apply label, scan, and ship. Includes updated Inventory Report and Standard Orders Shipped Report with tracking numbers. Tracking availability will depend on method of shipping and destination of package. Up to 50,000 orders a month 50,001 to 100,000 orders a month 100,001 orders a month $1.47 each $1.43 each $1.39 each Pick & pack: The fee per item picked and packed includes the forming of the box, and insertion of products, components, literature, and tissue paper, crinkle paper, etc. For example, if a customer shipment contains a shipper box, two (2) components, and crinkle paper, the total number of items equals four (4). In this example, the charge would be the order processing fee plus four (4) pick/pack items at the fees listed below Monthly Orders Up to 50,000 orders a month 50,001 to 100,000 orders a month 100,001 orders a month Individual Items Case Pick $0.19 each $0.185 each $0.18 each $1.00 $1.00 $1.00 Materials: The cost of the shipper box is not included in the Order Processing Fee or Pick-Pack Fee. KPS can quote ordering the shipper box from available suppliers, if requested. Boxes may be assessed additional fees/postage based on shippers requirements related to dimensional weighting calculations and/or oversized box dimensions. B2B Order Processing: Direct to Business/Retailer Includes download of order files in an approved format, printing of shipping label, close and tape box, apply label, scan, and ship. Includes updated Inventory Report and Standard Orders Shipped Report with tracking numbers. Tracking availability will depend on method of shipping and destination of package. Order Processing: $10.25 per order $9.25 per full & complete pallet $1.10 full case pick $0.55 inner pick $0.20 item pick $0.25 per label to print & apply Документ1 Page 2 of 8 Materials/Receiving (Pursuant to Exhibit 1 – Kable Product Services Receiving Requirements) Packaging Materials: Unload 20” Container: Unload 40 foot Container: Per Single SKU Pallet: Per Carton on Pallet: Per Inner: Pallet Storage: Cost + 10% $200.00 $400.00 $5.00 (includes receiving and put away) $0.35 (applies to singles cartons or Multi-SKU pallets) $0.20 $9.00/month: $0.625/square foot EDI Fees (If applicable): $0.04 per 1000 KB of usage (invoiced monthly) $20.00 per month for document maintenance for each retailer * Plus a ONE-TIME account set up fee of $1,000.00 per format/per retail vendor partner * This is a monthly charge for EDI support services. If multiple vendors/retail chains are involved, each vendor/retail chain would incur a separate monthly charge. Other Products & Service Fees: Packaging Materials: Cost + 10% Shrink Wrap: $2.20/pallet Bubble Wrap: Bubble wrapping special SKU’s if requested - $0.35 per piece for labor plus cost of bubble wrap ($0.12 per 12”/12” sheet of bubble wrap Pallet Purchase: $7.00/pallet Inspection: $0.35/Inner Label Application: $0.15 cents per sticker (relates to affixing SKU labels if required) Polybag: $0.15 cents per polybag Account Management: First ten hours monthly at $150.00. Additional hours invoiced at $37.50 per hour. Customer Service: Client requests Kable to research shipments using tracking information provided by shipper $15.00 per request. Returns Processing: $3.00/return - includes receiving, processing, data entry of item, return name, address, and notification to Client. Client is responsible for notifying order processor to generate credit, correct mailing address or removing from file. Документ1 Page 3 of 8 Return Reconditioning/Restocking Fee: If requested by Client, $4.75 each unit. The reconditioning fee of $4.75 each unit includes re-bagging, placing back into inventory and updating inventory report for Client. Account Set-Up/Integration: $1,500 for initial set up (EDI fees separate as noted above if required). This includes initial integration and testing with Ship Station as well as account/SKU set-up. Changes after initial set-up @ $150.00/hour. Shipping: To be discussed (whether hybrid type model with USPS delivering the final mile or expedited shipping with guaranteed delivery dates). A deposit or advance in the amount of two week’s shipping fees will be required prior to the “Go Live” date. Initial deposit will be based on the estimated weight(s) of boxes and anticipated quantities to be shipped. Shipping deposits/advances will be reviewed & adjusted on regularly based on the actual charges billed in the prior month. Additionally, should Client desire to ship product via their own shipping account, Kable will charge a manifest fee of $0.50/package shipped. Rush Fees: In the event Client requires same day shipments for orders received after 12:00 EST Client will be charged an additional $5.00 per order rush charge if Kable is able to accommodate Client request. All rush order requests must be received prior to 3:00 EST. Kable will make best effort to accommodate rush shipments, but reserves the right to refuse in the event schedule will not permit. Non-compliance Fees: Items received that are not in compliance with receiving requirements including items incorrectly labeled, mixed SKUs in the same carton or no packing list will be billed at the Misc. Labor rate per hour for additional work required. I.T. /Programming: Changes after set-up and special projects @ $150.00 per hour. Misc. Labor: $30.00 per hour/per person; $45.00/hr. overtime, weekend, and holiday Monthly Minimum: $1,000 – Kable services only. Does NOT include shipping/postage/materials/supplies. NOTE: The above pricing refers only to the services noted above. If Kable provides any products or services other than that noted above, we will quote and bill accordingly. Kable Service Commitments: Work to be conducted by Kable on behalf of the client will include, but not necessarily limited to: Set-up/Integration: Kable I.T. department to work with the client to transmit order files to Kable and for Kable to provide shipping reports with tracking numbers back to the client’s system. Receiving: Unloading of product from containers, pallets or individual cartons and placing into Kable inventory. Reconcile against Advanced Shipping Notice and advise client of any discrepancies. Includes setting up part numbers and insuring provided inventory counts are correct based on part number, description, and carton quantity as specified on the packing list(s) included with the shipment. Документ1 Page 4 of 8 Order Processing: Includes all standard order formats received electronically into Kable’s fulfillment system. Kable to verify that product ordered is in inventory and available. Upon shipment, Kable will send ship verification file to client with tracking numbers. Pick & Pack: pulling individual items from inventory and packing for shipment. Items are to be packed neatly & securely using void fill as required and as instructed by client. Reporting: Kable will provide client with weekly shipping and inventory reports. Other reports provided at different intervals are also available (to be defined later). Shipping: TBD – can be on client account or client may choose to take advantage of Kable’s discounted rates. Client will advise carriers (USPS, DHL, UPS, etc.) and method of shipping (economy, 2-day, etc.) and may vary by individual order. Other services: including but not limited to additional product inspection, re-packaging, kitting, etc. are available and will be quoted upon request. “CLIENT” KABLE PRODUCT SERVICES, INC. By: Signature By: Signature Print Name Print Name Title Title ________________________________ Date _______________________________ Date Документ1 Page 5 of 8 Exhibit 1 Kable Product Services, Inc. Receiving Requirements This document outlines the procedures for inbound client freight delivered to Kable Product Services, Inc. (KPS). It details the receiving procedures KPS follows to ensure the timely receipt and availability of your product for use. KPS requires up to 24 hours from the time your inventory is received at our facility and accepted (by signature) until the product can be made available for use in fulfilling your company’s orders. Ship to Address: Client Name % Kable Product Services, Inc. 4275 Thunderbird Lane Fairfield, OH 45014 A. Shipments must be sent to KPS prepaid - At no time will KPS accept a COLLECT shipment unless prior authorization has been issued in writing by KPS’s credit department. Any unauthorized COLLECT shipment to KPS will be turned away, and the sender will be notified that action has been taken to refuse the shipment. B. KPS must receive advance information about the incoming shipment prior to its arrival. Clients are responsible for providing and Advance Ship Notice (ASN) to KPS including the following detailed information: 1. 2. 3. 4. 5. Complete description of the product(s) arriving. Quantities of each product. Method of delivery (UPS, LTL carrier, etc.). The client-assigned Purchase Order number. All carrier tracking numbers (for UPS, Fed Ex, etc.). C. In order for KPS to receive your product, a dock appointment is required (4 pallets or more) and must be made in advance. Failure to secure an appointment for receipt of your product could result in the charging of a fee, or refusal to accept your product. For an appointment, please contact us at: KPS Receiving Department: Jason Fisher - 513-296-8714 Hours of operation: Monday – Friday - 8:00 AM – 4:30 PM EST Документ1 Page 6 of 8 D. P allets are required for shipments received at KPS. Palletized product must arrive on wooden pallets, stacked in countable containers, and stretch-wrapped or banded unless agreed to in writing by KPS prior to product arrival. Pallets must be 40" x 48" four-way entry and stacked no higher than 52". “Block” pallets will not be accepted (see below diagram for specific pallet configuration). 1. Product must not overhang the 40" x 48" pallet dimension in any manner. Pallets with overhanging product will be restacked at the client’s expense. 2. Container count must be consistent on every level of the pallet, except for the top layer, as product count allows. 3. Partial-quantity cartons are to be clearly marked as “Partial” on a minimum of two (2) sides, and marked with the quantity contained within each partial. If pallets are not Single SKU, they must be clearly marked as multiple SKU. 4. If inbound damage is discovered when product is delivered, KPS reserves the right to inspect the product prior to receipt in order to assess the damage and properly advise the client for disposition. 5. If the required pallet configuration is not met, a chargeback may be assessed, and product availability may be delayed. E. All cartons must bear identification! Every carton must be labeled on at least two (2) sides. Labeling should include the following information, on at least two (2) sides: 1. 2. 3. 4. 5. 6. Your company name. Client assigned item number and product bar code. KPS assigned item number if applicable. Description of product in the carton. Quantity of the product in the carton. Partial cartons should also be clearly marked on at least two (2) sides, along with the quantity contained within that carton. 7. If the required carton identification isn’t met, a chargeback may be assessed on a per-carton basis, and product availability may be delayed. F. Every incoming shipment must include a Packing List that details the following information: 1. 2. 3. 4. 5. 6. 7. 8. 9. Your company name. The Purchase Order number. Number of pallets. Number of cartons. Client assigned item number. KPS assigned item number if applicable. A description of the products shipped. Quantity of products shipped. If all of the required Packing Slip information is not included, a chargeback may be assessed, and product availability may be delayed. Документ1 Page 7 of 8 G. KPS will verify carton counts against packing slip for inventory received from Client vendors. If a packing slip or bill of lading is not received prior to arrival at KPS warehouse, KPS will attempt to identify inventory, receive into inventory, notify Client and charge additional time to Client. Carton shortfalls will be reported to Client. KPS does not verify the counts of product within each carton. Vendor-count discrepancies are the responsibility of the Client. NOTES: Any deviation from KPS’s inbound freight requirements and receiving standards may result in additional receiving charges and/or delays in the receipt of the shipment. KPS reserves the right to refuse any shipments that do not adhere to its inbound freight requirements and receiving standards. Non-standard shipments should be approved by KPS prior to arrival. Acceptable pallet configuration for shipping to KPS Документ1 Page 8 of 8