HomeMy WebLinkAbout10-1367RITE AID HDQTRS. CORP., IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff,
NO. 16 - 1-= .x'7 CIVIL T
vs.
AMERICAN TELECOM SERVICES, INC.,
CIVIL ACTION - LAW
Defendant.
NOTICE TO DEFEND
You have been sued in court. If you wish to defend against the claims set forth in the following
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by entering a written appearance personally or by attorney and filing in writing with the court
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do so the case may proceed without you and a judgment may be entered against you by the court
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requested by the plaintiff. You may lose money or property or other rights important to you.
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SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH
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ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENGff-S
THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS f1;'I` A
REDUCED FEE OR NO FEE.
Cumberland County Bar Association 9
32 South Bedford Street
Carlisle, PA 17013
Telephone: (717) 249-3166
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RITE AID HDQTRS. CORP.,
Plaintiff,
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
• NO.
CIVIL
vs.
AMERICAN TELECOM SERVICES, INC., CIVIL ACTION - LAW
Defendant. :
AVISO
USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas
que se presentan mas adelante en las siguientes paginas, debe tomar acci6n dentro de los
pr6ximos veinte (20) dias despu6s de la notificaci6n de esta Demanda y Aviso radicando
personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por
escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le
advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede
proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demands o cualquier
otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la
Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos
importantes para usted.
USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI
USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA
OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN
ABOGADO.
SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE
QUE ESTA OFICINA LE PUEDA PROVEER 1NFORMACION SOBRE AGENCIAS QUE
OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE
CUALIFICAN.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
Telephone: (717) 249-3166
RITE AID HDQTRS. CORP.,
Plaintiff,
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 16 " 136 7 CIVIL
vs.
AMERICAN TELECOM SERVICES, INC.,
CIVIL ACTION - LAW
Defendant.
COMPLAINT
Plaintiff Rite Aid Hdqtrs. Corp. ("Rite Aid"), by its undersigned attorneys, files
this Complaint alleging as follows:
PARTIES
1. Rite Aid is a Delaware corporation with its principal place of business at
30 Hunter Lane, Camp Hill, Pennsylvania 17011.
2. On information and belief, defendant American Telecom Services, Inc.
("ATS") is a Delaware corporation with a principal place of business at 6 Concourse Parkway,
Suite 1525, Atlanta, GA 30328.
JURISDICTION AND VENUE
3. This court has jurisdiction pursuant to 42 Pa.C.S. §931(a).
4. Venue in this Court is proper because the cause of action arose in
Cumberland County and a transaction or occurrence took place out of which the cause of action
arose in Cumberland County.
RELEVANT FACTS
5. Rite Aid is a national drug store chain with its principal office in
Cumberland County, Pennsylvania.
6. At all times relevant to this Complaint, ATS was involved in the
manufacture, sale and distribution of telephones (collectively "Products").
7. Rite Aid and ATS entered into several agreements regarding the sale of
ATS Products in Rite Aid's retail drug stores.
8. On March 15, 2007, Rite Aid and ATS entered into a Guaranteed Sales
Agreement ("GSA") in which ATS "guarantee[d] the sale of [ATS's] product to Rite Aid at both
Customer Service Centers (i.e. distribution centers) and retail locations." A true and correct
copy of the GSA, a valid and enforceable written contract, is attached to this Complaint as
Exhibit A.
9. Under the GSA, Rite Aid had the right to return all unsold product to ATS
for a cash refund.
10. Specifically, the GSA provided:
If at any time Rite Aid determines in its sole discretion that
Vendor's product(s) performance continues to be unacceptable,
Rite Aid will have the right to return at Vendor's expense all
unsold product(s) to Vendor's facility in return for Vendor's cash
payment to Rite Aid for any products for which Rite Aid has paid,
but have not been sold.
See Exhibit B.
11. On February 9, 2007, Rite Aid and ATS entered into a Rite Aid Returns
Agreement ("Returns Agreement") that provided the manner in which ATS's products could be
returned to ATS. A true and correct copy of the Returns Agreement, a valid and enforceable
written contract, is attached to this Complaint as Exhibit B.
12. The Returns Agreement permitted ATS to direct how Rite Aid should
handle damaged, defective, outdated and discontinued goods ("unsaleable product"). See Exhibit
B.
-2-
13. ATS decided that the unsaleable product should be scanned and shipped
back to ATS and ATS agreed to pay a fee for this particular method of disposition. See Exhibit
B.
14. ATS also agreed to pay the following processing fees for damaged,
defective, outdated, and discontinued goods: Direct Product Cost - $0.085; Post Damage -
$0.111, Ops through Scan - $0.101, all totaling $0.297. See Exhibit B.
15. ATS also entered into Promotional Funding Agreements with Rite Aid
whereby it agreed to fund the marketing and advertising of ATS Products. True and correct
copies of the Promotional Funding Agreements, valid and enforceable written contracts, are
attached to this Complaint as Exhibit C.
16. ATS also signed Rite Aid Incremental Investment Agreements whereby it
agreed to fund retail store markdowns, scandowns, fixture displays and manufacturer coupons.
True and correct copies of the Incremental Investment Agreements, valid and enforceable written
contracts, are attached to this Complaint as Exhibit D.
17. Due to the fees and expenses charged pursuant to the agreements listed in
paragraphs 7 through 17 above ("Fees"), as of January 25, 2010, ATS's account with Rite Aid
has a $155,159.98 negative balance, which is expected to grow after all returns are processed and
other account charge backs are applied. A statement of the account of the negative balances and
summary sheets reflecting this amount is attached as Exhibit E.
18. On information and belief, the amount due and owing to Rite Aid will
continue to increase.
19. Further, as a result of ATS's actions, Rite Aid has been left with over
$320,000.00 worth of Products in both its stores and distribution centers.
-3-
20. As of the date of the filing of this Complaint, ATS is in breach of the
GSA, Returns Agreement, Promotional Funding Agreement, Incremental Investment
Agreements and other related account contracts and agreements because it refuses to pay Rite
Aid the negative balance on its account and refusal to take back its Products.
COUNTI
BREACH OF CONTRACT
21. Rite Aid incorporates the averments in paragraphs 1 through 20 above as
if fully set forth herein.
22. As noted in paragraphs 7- 17 above, Rite Aid and ATS entered into
various valid and enforceable written agreements under which ATS agreed to pay certain Fees.
23. To date, ATS owes Rite Aid $155,159.98 in Fees. A statement of the
account of the negative balances and summary sheets reflecting this amount is attached as
Exhibit E.
24. Despite repeated requests, ATS refuses to pay the negative account
balance of $155,159.98 to Rite Aid.
25. Rite Aid has performed all conditions precedent under the GSA, Returns
Agreement, Promotional Funding Agreement, Incremental Investment Agreements and all
related agreements under the account.
26. Further, as a result of ATS's actions, Rite Aid has been left with over
$320,000.00 worth of Products in both its stores and distribution centers, all of which Rite Aid
cannot currently return to ATS due to its failure to honor its agreements with Rite Aid.
27. ATS is in breach of the GSA, Returns Agreement, Promotional Funding
Agreement, Incremental Investment Agreements and all related agreements because it has failed
to pay the negative balance on its account and take back its Products.
-4-
28. As of January 25, 2010, Rite Aid has suffered damages in excess of
$475,159.98, an amount that will increase as additional returns and other Fees are processed, due
to the breaches of ATS.
WHEREFORE, Rite Aid requests judgment in an amount in excess of
$475,159.98, plus interest, costs and all other amounts deemed appropriate by the Court.
COUNT II
UNJUST ENRICHMENT
29. Rite Aid incorporates the averments in paragraphs 1 through 28 above as
if fully set forth herein.
30. In the event ATS contends no contractual relationship exists, Rite Aid is
entitled to recover the outstanding amounts to prevent ATS from being unjustly enriched.
31. As is customary in the industry, ATS was to pay for certain Fees
associated with the sale of its product.
32. ATS owes Rite Aid $155,159.98 in Fees.
33. Rite Aid has a reasonable expectation to receive the Fees incurred.
34. ATS reasonably should have expected to pay the Fees as such Fees are
custom in the industry.
35. It would be inequitable for ATS to receive the benefit of the $155,159.98
still owed to Rite Aid.
36. As is customary in the industry, ATS was to permit returns of its product
and pay certain fees related to those returns.
37. As a result of ATS's actions, Rite Aid has been left with over $320,000.00
worth of Products in both its stores and distribution centers, all of which Rite Aid cannot
currently return to ATS due to its failure to honor its agreements with Rite Aid.
-5-
38. It would be inequitable for ATS to receive the benefit of the profits earned
on said Products without permitting Rite Aid to return the Products.
39. In the event the contracts are deemed to be unenforceable, Rite Aid has no
adequate remedy at law.
40. Rite Aid is entitled to collect the outstanding balance, plus interest, from
ATS under the doctrine of unjust enrichment.
WHEREFORE, Rite Aid requests that judgment be entered against ATS in the
amount of $475,159.98 plus interest, costs and all other amounts deemed appropriate by the
Court.
Respectfully submitted,
Bri P. Downey, Esquire (PA 598 )
Frederick Alcaro (PA 91555
PEPPER HAMILTON LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
717.255.1155
800.420.0618 Fax
downeyb@pepperlaw.com
alearof@pepperlaw.com
Date: February 24, 2010 Attorneys for Plaintiff
Rite Aid Hdqtrs. Corp.
-6-
A, L
J?X
RI'T'E AID CORPORATION
GUARANTEED SALES AGREEMENT
Rite Aid will consider Vendor's product(s) for distribution and sale under the terms and
conditions set forth in this Agreement. In consideration of Rite Aid's agreement to review a new
entry into its mix, as well as in consideration of the mutual premises contained herein.. the parties
agree as follows:
Vendor will guarantee the sale of Vendor's product(s) to Rite Aid at both Customer
Service Centers (i.e, distribution centers) and retail locations.
2. During the first one hundred twenty (120) days, or such other period as Rite Aid may
determine in its sole discretion (it being understood by Vendor that Rite Aid may
terminate this Agreement in its sole discretion at any time, for any reason whatsoever)
following the date if the Vendor's first delivery of product(s) to Rite Aid (the "Review
Period"), Vendor's account will be on a review status to permit Rite Aid to assess the
performance of the product(s). During the Review Period, Rite Aid will pay only for
those product(s) that are actually sold, and Rite Aid's payment will be reduced by any and
all cash discounts or other debit amounts (including,. but not limited to, advertising,
displays, markdowns and price protection) due to Rite Aid. If at the end of the Review
Period, Rite Aid determines, in its sole discretion, that the Vendor's product(s) is not
selling at an acceptable rate, then Rite Aid will have the right to (a) require Vendor to
review and modify Vendor's marketing plan to ensure future success and (b) extend the
due date of the original invoice submitted by Vendor. Rite Aid also has the right to
require a cash payment. as described in paragraph (,) below. The foregoing rights are not
exclusive. At the end of the Review Period, Rite Aid may terminate this Agreement,
place the Vendor on Rite Aid's customary payment terms. or extend the Review Period as
Rite Aid, in its sole discretion, so desires.
3. If at any time Rate Aid determines in its sole discretion that Vendor's product(s)
performance continues to be unacceptable. Rite Aid will have the right to return at
Vendor's expense all unsold product(s) to Vendor's facility in return for Vendor's cash
payment to Rite Aid for any products for which Rite Aid has paid, but have not been sold.
Vendor's payment to Rite Aid shall be made (a) by wire transfer of immediately
available funds or certified check, and (b) no later than fifteen (15) days after Rite Aid
has returned the product(s). Vendor acknowledges and agrees that in the event that any of
Vendor's allowances are funded with `'tree product" from Vendor, that ``free product"
will be treated identically to product purchased from. Vendor by Rite Aid. This
includes,but is not limited to, returns of this product to Vendor.
4. Upon settlement of Vendor's account. all outstanding invoices will be paid promptly. less
any and all cash discounts or other debit amounts due to Rite Aid.
Revised $i01 12004
The terms and conditions of this Agreement are in addition to, and in no way limit, Rite
Aid's rights and remedies under Rite Aid's Vendor Profile, standard. terms and conditions
or purchase orders. In the event of inconsistency between the terms and conditions of the
Agreement and any of the foregoing documents, this Agreement will govern.
6. The parties agree that Pennsylvania law governs this Agreement not withstanding its
conflicts of law provisions. Any lawsuit brought with regard to this Guaranteed Sales
Agreement will be venued in the Court of Common Pleas, Cumberland County.
Pennsylvania.
7. The parties specifically agree that 13 Pa. C.S.A. §2326 & 2327(b) are inapplicable and
that Vendor will accept returned goods in their "as-is" condition.
A11 returns are at risk. of vendor.
9. Vendor can not assign any product covered by this Agreement to any third party without
the express written consent of a Vice President of Category Management.
Rite Aid is enthusiastic about the opportunity to distribute product(s) into the marketplace. Rite
Aid wishes you every success in your endeavor to provide a product that is unique. Please allow
Rite Aid to assist you in your distribution needs by arranging for a duly authorized officer to sign
and date this Agreement on behalf of your company, and return the executed letter to Rite Aid's
Merchandising Department.
Vendor: 4/%-%EQ
By: ?` ??`- tl,cf r
Title:
Authorized. Sign
Date: 3 11 .l bid T
Revised 8/01n-904
kj?-? 16
RITE AID RETURNS AGREEMENT S
Please note- A Separate Returns Agreement must be filled out for each vendor number. r
A"n
r? to=.
Fa) 4; 2 47 C -7
E-htaAdd!es; C;and.c? s•,!cfFn z,2tsr:r ,n? Cr..
I,:vo.ce Ad-jrecc
Sr'I'p;-:Ir:,.l A,ddreSS
lmo .
r`!l.!ri(.;. ('? :!,)+??•f•I i- C 11 `. ?'.! illilil.!r•., 1 .\ Ufl!h1
Category Manager Patrick Haves
Associatf. Category Manager N ?r,t ----
TERMS OF AGREEMENT: ?-
A. Unsaleable Merchandise
1 All vendors will be charged the following processing fees for damaged, defective outdated, and di-;cort!rue-:
goods These fees are based on the findings from the Joint Industry Task Force
Study (JIR)
DPC (Direct Product Cost) $0.085
Post Damage $0 111
Ops through Scan $0101
$0297
2 All vendors must determine a method of disposition for their unsaleable products Based on the
CODE/DESCRIPTIONS listed below, the vendor representative will check (X) the method his/her company has
authorized Rite Aid to use. The additional charge. shown in () at the end of the description, will be added to the
charges above.
CODE DESCRIPTION (Jig COSTI
COPT Scan and disposition is left up to the discretion of Rite Aid ($0.020;
DONA Scan and donate ($0.030)
SHSK Scan and ship back to vendor ($0.180)
OPEN RA# REQUIRED WITH THIS OPTION RA# kb4
5'10Z`
NOTE: Any product remaining in the reclamation centers for 45 days from the date of
invoice, without a Return Authorization Number, will be disposed of at the discretion of Rite
Aid Corporation. Rite Aid Corporation will not entertain ANY requests for payback of
product that falls into this category.
3 All products will be billed at Rite Aid's current list cost + JIR billing factors (DPC Post Damage
Handling RCC Charges. Disposition Charges) unless otherwise agreed to in writing by Rite Aid
Corporation Vendor billing is not to exceed 130% of Rite Aid's list cost.
Rl:-- 01112-Y
4 Al' changes to F+C•i C e: musi bt in writ-ng tc tS{ic: in;; ?. rrl r I' Appr:.r:i
t e_t v: , w-, 30 da;6 tt,E,;, ap?roYa
A'i vendor` mil agree to furwaru a CON' Of MEW CL1riEr.t riW:-rai p„ cl.c y
reg.. ig rr:, .,rru! _ r t:.
re`i!ewc-7 t;' Ritt- A? ! COrporat!n!N T his v.,.'! bt s! ?1l t(+
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
Attention: Manager, Front End Returns
6 Ail damaged and outdated invoices are available through the Rite Aid Paperless Invoke System us!no
the Carolina Supply Chain Services Website at wv-,- ;.a ...: ?,.: a.!)..' ?, „,,.; • .-.;. Vendors snouts
contact the Manager. Front End Returns, at 717-214-8832 to request setup of their Company's authorized
user jSee Page 3)
B. Recall Merchandise
Please note: The dispositions on page 1 O NOT apply to recalls. A separate agreement MUST be
filled out for all recalls at the time the recall is being activated. This allows a vendor to have a
separate disposition on recalls than they have on damaged and outdated returns.
1. Ali recall invoices are available through the Rite Aid Paperless Invoice System using the Carolina
Supply Chain Services Website at ;n^;r?? ra.. . supjTtcr,a,,;;;__, ,s con; Vendors should contact the
Manager, Front End Returns. at 717-214-8832 to request setup of their Company's authorized user (See
Page 3)
The signatures below by the appropriate Category Manager o ite Aid Corporation d the vendor
representative of said company denote their understT&gnature acceptance of the ove agreement
/y Signature n or Representative) Date (Authorized Rite Corporation) Date
American Telecom Services Inr. Rite Aid Corporation
Company
Rev 01112101.
NOTICE
PLEASE BE ADVISED THAT AS OF MARCH 18, 2005. ALL INVOICING FOR DAMAGED AND
OUTDATED AND RECALLED PRODUCT IS NOW PAPERLESS. ALL INVOICES WILL BE OBTAINED
BY A VENDOR DESIGNATED REPRESENTATIVE THROUGH THE CAROLINA SUPPLY CHAIN
SERVICES WEBSITE. PLEASE IDENTIFY THE CORRECT PERSON WITHIN YOUR COMPANY WHO
REQUIRES THESE INVOICES, AND PROVIDE THE REQUESTED INFORMATION BELOW,'. ALL
APPROPRIATE INFORMATION FOR ACCESS TO THE CSCS WEBSITE WILL BE SENT TO THE
DESIGNATED INDIVIDUAL.
All information relating to the Carolina Supply Chain Services Website should be sent to the
following individual
PLEASE PRINT:
Vendor
Name
Vendor Number
.?Hl.aLv PC.4c ? Crr & ANA r C'Q 9 . ?1Q ji
Address City State Zip
A tOD? C Hf (K)
Contact Name
A rozy . of N @ a-r-s P
E-mail Address
Authorized by (print name
hone
THIS FORM MUST ACCOMPANY THE RITE AID RETURNS AGREEMENT FOR DAMAGED AND
OUTDATED PRODUCT
t t1(ni ?t E C D•? S?? V CF
1502 9 I??7
Rev 01/12'Of
Page 1 of 1
ug.25 01:50 FAY
Contract # 020S*15 ;-
Rite Aid Promotional Funding Agreement
Fiscus Year 2008
Compsny Name: AMERICAN TELECOM SERVICES Category Manager: COLEMAN, MARK
Hiking Address: STEVE HiMMELSTEIN Vendor * 3"85
S CONCOURSE PKWY NE, STE 1525
ATLANTA OA 303266117 S00il-432 -. F 1 Kj
Contact Tonda Mullis Phone: - Fax*:4042377486
AMERICAN TELECOM SERVICE., (Supplier) hereby agrees to participate in Rite Aid's Fiscal Yeseo08
supplier promotional program in the amount indicated herein. The Amount to be paid by the Supplier will
be 5.00 %, of Rite Aid's "L purchasesof Supplier's products between March 4, 2007 and
March 1, 2008 (but not less than the Minimum Promotional Funding Com*met?t set forth
below) The Funding will be used to develop and co-execute marketing support deemed appropriate
by Supplier's Rita Aid Category Manager for promoting and advancing the sales of Supplier's
products in Rite Aid stores. The Promotional Funding Is In addition to and not In substitution for or
diminution of any negotiated pricing, payment terms, volume incentives, rebates, other contract
purchase incentives, funding for retail markdowns, off•shaHdisplays. Single Check Rebate
fuifiHment, new items, new store allowances, Health Resource Rite Advice participation, Trade Show
participation. Rite Aid Health and Beauty Expos, Rite Aid Foundation Charity Golf Classic, or other
programs now existing or that may be developed from time to time.
The Supplier's Minimum Promotional Funding Commitment Is firm and non-cancelable. Proof of
performance will not be provided. Invoicing (for deduction from amounts owing by Rite Aid to
Supplier) of the Minimum Promotional Funding Commitment will occur in 4 equal instalments on
,jr about 13/3/07 , 9/2/07 , 12/2107 and 3/2108
The Promotional Funding is based on Net purchases between March 4, 2007 and
March 1, 2008 . If actual Not purchases exceed the Forecasted Net Purchases set forth
below. the additional funding will be biifed and deducted in the final invoicing on or abourt NIA,
MINIMUM PROMOTIOVA? FUNDING COMMITMENT: / .r75
CC)
FORECASTED JRCHA8EG: 00/9 to
R0 AA C.et.p" NY saw-
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http://portal.riteaid.comNINIPLAN/PAGES/VICP0027.aspx 2/19/2010
Pa I of I
ton; OA. 25 01:50 FAX
.?J.)q Z9
• Contract # 92e5282-
Rite Aid Promotional Funding Agreement
Brooks and Eckerd Agauired Stares Oniv
Fiscal Year 2008
Company Narne: AMERICAN TELECOM SERVICES Category Manager: COLEMAN, MARK
130ting Address; STEVE HIMMELSTEIN Vendor 6: 36385
6 CONCOURSE PKWY NE, STE 1525
ATLANTA GA 303286117
Contact:` Tonda Mt ullis {? r) A Phone: -g&o147j' ?i{0fax*:4042377466
Lmail: `'t-V IJA . l'Y?.If-t1iCj aQ+S",)f t0t7V. C.tM
AMERICAN TELECOM SERVICE: ("Supplier) hereby agrees to participate in Rite Aid's Fiscal Year
2008 Supplier Promotional Program for the amount indicated in this Agreement related to the BrooKu
and Eckerd acquired stores. The amount to be paid by the Supplier will be 3.0091, of Rite Aid's Nat
purchases of Supplier's products into the former Brooks and Eckerd distribution centers between
March 4, 2007 and March 1, 2008 .
This funding will be used to develop and co-execute marketing support deemed appropriate by
Supplier's Rite Aid Category Management team for promoting and advancing the sales of Supplier's
products in these additional Rite Aid stores. This Promotional Funding Is in addition to and not in
substitution for or diminution of any negotiated pricing, payment terms, voluMo Incentives, rebates,
other contract purchase inert Lives, funding for retail markdowns, off--shelf displays. Single Check Rebate
ftsifiilmnnt, new items, new store allowances, Health Resouice Rice Advice participation, Trade Show
participation. Rite Aid Health and Beauty Expos, Rite Aid Foundation Charity Golf Classic, the historical
existing Rite Aid Promotional Funding Agreement or other programs now existing or that may be
developed from time to time.
Q002
I he parties agree that the terms of this Agreerntnt are firm and non-cancelable. The parties agree tt,et
proof of performance Is not required nor will it be provided. The parties also agree that Invoicing for
deductions from amounts owing by Rite Aid to Supplier will occur at the conclusion of Rite Aid's fiscal
quarters on or about 8/3/07 . 9/2/07 and 12/2/07 depending upon the closing date of Rite Alri'c
transaction with Brooks and Eckerd.
PROJECTED PR M TiONAL FUNDING COMMITMENT; 3_O
FORECASTED PURCHASES: 7 QQ t j /(( _
•••,//??c??}1.:.ti.+n'/?w` +7/ 1HW NO 14c. ?!«Ws
http://portal.ritcaid.com/VINIPLAN/PAGES/VICP0027.aspx 214 9/20 10
Page I or I
Contract* 0204204
a Rite Aid Promotional Funding Agreement
Fiscal Year 2009
Crxr "ny Norm-AMERWI AN TELECOM SEltvtces Category Martapet':COL&"f . mAnoz
6dtuig Address. 871 }
??_.? VetWOr t: 3iS86
6 t` 351tR8E'PKYYt' NE, S
ATLANTA OA ?
Contact
Email: 'hone, - Fax*: 40423"4"
AMERICAN TELECOM SERVICEe(Suppber) hereby agrees to pattidnIste in Me Aids Fiscal Yeadoo9
supP Der Prontotiortal program in the anVurit mdit ated herein. The tt,nowl to be paid by tbar Supplier will
be 6.00 % of 09 Aids
f otxuary 2 28 Gross {t<Mt?haiesot SupPUles prraduiys beh"en March 2. 2008 and
. 2t>009 (but not lees thin"Mirkrtunt PronsotiOnat F
balow). The Funding win be used to undkp Cotryttitmertt sal forth
by Supphar's Rite Aid Cad develop and W? +a d *u d st'P+oarioie
products in Rite Aid a"". The Riarurper tOr promoling and advancing the +ates of Sulpphae4;
rm-du t s n or ne Aid Bid ? Funding in in addition to and not to tubstilution for oc
diminu io o anti ne hued ng' patmtant terms, valurne inconiWeti. r abmws, Other oomaA-
f ing iar relaii ntarkdorwn. o4j s~ dhlpj " Singtow Check Rebate
uWdIrttent. new items. new store . Health Resoume R*6 Adv6ee perbcipaWn, Trade Show
Pad-PoWton. Rite Aid HWw tit and Be" Expos. Rile Aid Foundation
Progratas now existing or that may be Charity Got[ C>• or ottasr
deytie>ised irorrt woe to titnt.
The Suppkgwa Minimum Prortwtional F
Psrrtwman<:e Will not be urtrMtap C?nibraent is Tian and non-cartceiabin. Proof of
provided. invoicing (tor deduction from aniowita onirtg by Rite Aid to
Supplier) of the Minimum Prorndtonat Funding Comfit rriont wis Oct" in L equal inslelmenls on
or above. 511108 , tVI/W , t!/11o8 and 7/11Qg ,
The Promotional Funding is based onGra" purchases
retxary 28, 2008 If between March Z. 2008 and
below, obm thg ? 401 Gro" Purchases exceed the FOftOGsted Gross Aurchasfrs set forth
F'
will be billed and deducted in the anal irw oic;ere? on or about 31 i r0F .
itsFNti mm PlioMOTI K DING LOiMNltrt MIT:
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American Telecom Services Inc v#36585
Statement of Account as of 1-25-10
Gross Amt Net Amt
Connolly Primary Post Audit Total $ (1,257.60) $ (1,257.60)
Freight Charges Total $ (1,890.39) $ (1,890.39)
Invoice Total $ 728.00 $ 728.00
Single Check Rebate Escrow Total $ (1,626.58) $ (1,626.58)
USI Unsaleables Total $ (128,113.41) $ (128,113.41)
Vendor Compliance Payback Total $ 2,000.00 $ 2,000.00
Grand Total ,
C:\Documents and Settings\downeyb\Local Settings\Temporary Internet
Files\OLK13DgAmerican Telecom Services Inc v#36585 1-25-10 se.xls)Summary
Summary Page 1 of 1
VERIFICATION
Mark A. Coleman signs this Verification on behalf of Rite Aid Hdqtrs. Corp., and
does hereby verify that the foregoing Complaint was prepared with the assistance and advice of
counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or
undiscovered errors, is based upon and therefore limited by the records and information still in
existence, presently recollected and thus far discovered in preparation of this document; and that
subject to the limitations set forth herein, the statements contained in this document are true and
correct to the best of his knowledge, information and belief. The language of the foregoing
document is that of counsel.
It is understood that the statements herein are made subject to the penalties of
18 Pa. C.S. § 4904 relating to unsworn falsification to authorities.
1JL4 t,
MARK A. COLEMAN
Date: February 21, 2010