84858-vendor compliance guide.indd

Transcription

VF Outlet, Inc. | 801 Hill Avenue | Reading, PA 19610 | P: 610.378.0408 | F: 610.378.9384 | www.vfoutlet.com
Dear Vendor,
As part of VF Outlet’s continuing drive for improvement throughout our supply chain
network, we have established this manual to enable our vendors to be in compliance
when shipping merchandise to our stores.
Managing an efficient supply chain based on solid standard practices will allow us
to remain competitive and more importantly satisfy our customers.
We have made every effort to be consistent with existing industry standards,
without burdening our vendors. It is expected that compliance to these standards
be incorporated into your procedures when shipping to our locations. VF Outlet is
aware of the ever changing retail environment and will continue to work closely
with our vendors to maintain a strong business relationship.
Please begin using the standards and processes included in this manual on
November 11, 2013. Changes to expense offsets will be enforced beginning
January 1, 2014. By shipping merchandiset against EDI 850 purchase orders, you
indicate your agreement with these Terms and Conditions. Each purchase order
constitutes VF Outlet’s offer to purchase merchandise and Vendor’s acceptance is
expressly limited to these terms and conditions notwithstanding any contrary
provisions in Vendor’s invoices, acknowledgment forms or other documents.
In addition, please execute the acknowledgement contained in the following page.
If there are any questions in regards to these instructions please feel free to contact
us at [email protected]
Thank you for your cooperation,
Peter S. Cicchetti
Logistics Manager
VF Outlet, Inc.
A VF Company
ACKNOWLEDGEMENT
I hereby represent and warrant that I am authorized to act on behalf
of the Vendor indicated below and in that capacity agree to the Terms
and Conditions contained herein and that Vendor shall comply with all
VF Outlet Vendor Standards.
By:
Printed Name
Signature
Vendor
Date:
RETURN TO:
VF Outlet
801 Hill Ave
Reading, PA 19610
[email protected]
vendor compliance manual
and
terms and conditions of purchase
effective november 11, 2013
Table of Contents
Section
PGs
1. Introduction
5
2. Available EDI Transmissions
6
Advanced Ship Notice (EDI 856)
6
EDI UCC 128 Label Instructions
Electronic Invoicing (EDI 810)
8
3. Order Management & Fulfillment 9
4. Floor Ready Merchandise Requirements
7-8
10
Ticketing
11
Hanger Requirements
12
5. Packaging & Carton Standards
13-14
6. Shipping & Routing
15-16
7. Returns to Vendor
8. Expense offsets (Non-compliance)
17
18-20
9. Use of Trade Names and Trademarks
21
10.Product Warranty
22
11. Indemnity and Insurance
23
Table of Contents | VF Outlet Vendor Compliance Manual
Introduction
Within this manual, you will find the details of VF Outlet’s Vendor Standards and its Terms and
Conditions of Purchase.
Listed below are our standards:
1. Follow VF Corporation Terms of Engagement
2. Establish EDI relationship with VF Outlet and comply with all technical requirements
3. Fulfill orders according to VF Outlet’s purchase order and fulfillment guidelines
4. Utilize VF Outlet’s transportation management system when shipping merchandise
5. Provide floor ready merchandise according to VF Outlet’s standards
6. Invoice accurately and on-time
7. Merchandise indemnity
Please note: All products are subject to the foregoing and VF Outlet’s quality control standards.
This manual should be used in conjunction with our merchandise, technology, replenishment, and
accounting policies.
It is the vendor’s responsibility to distribute this manual to the appropriate individuals within your
organization to ensure compliance.
If there are any questions pertaining to the use of this manual please direct them to:
Peter Cicchetti
[email protected]
610-208-5415
Introduction | VF Outlet Vendor Compliance Manual
5
Electronic Data Interchange (EDI)
• VF Outlet requires electronic transactions from all vendors. If EDI capability is not available in-house, use of a third
party EDI provider is recommended.
• All vendors must comply with VF Outlet’s EDI mapping guides and all EDI transmissions must occur within the
specified timeframe.
• EDI requirements and mapping will be provided by the VF Outlet EDI team. EDI setup must be complete within
60 days. A vendor will not be moved to production until all documents have been successfully tested.
• VF Outlet’s EDI documents include:
-- 850 Outbound Purchase Order (Outbound from VF Outlet)
-- 856 Advanced Shipping Notice/Manifest (Inbound from Vendor)
-- 810 Invoice (Inbound from Vendor)
• Vendors must produce and affix UCC 128 labels according to VF Outlet’s specifications.
EDI 850 Purchase Order
• All terms and conditions of purchases apply and will be strictly enforced.
• EDI 850 purchase orders are used exclusively. Phone orders, paper orders, worksheets and verbal commitments should
not be accepted in place of an EDI purchase order.
• All agreed upon changes or substitutions (including ship dates, color, size or style) must be confirmed in writing by the
buyer prior to shipping.
• Vendors must comply with all order management and fulfillment standards.
• VF Outlet shall have the right prior to shipment to make changes to the purchase order.
EDI 856 Advanced Shipping Notice (ASN)
• VF Outlet requires an EDI 856 ASN with carton level information in advance of actual receipt. Transmissions must
be 100% accurate and include all VF Outlet required segments according to VF Outlet EDI mapping guidelines.
• An accurate EDI 856 must arrive in our mailbox the same day the goods are shipped. EDI 856 data is not to be sent
until the actual shipment leaves the facility. However, it is recommended that the EDI 856 transmission be sent
immediately after the truck leaves.
• VF Outlet has instituted an auditing program that includes scanning the actual merchandise within a carton and
comparing the scanned data to the data on your ship notice and our purchase order. Initial audits will include the
entire shipment. If accuracy is acceptable, subsequent orders may be checked in accordance with your
demonstrated quality.
• VF Outlet requires an accurate Load ID and Bill of Lading on the EDI 856 transmission. VF Outlet will provide the
Load ID after the shipment is routed and tendered to the carrier.
• Vendors may not retransmit an EDI 856 without prior approval from VF Outlet’s Logistics Department. Approval is
required to resend an EDI 856 even when an EDI 997 acknowledgement is not received.
• If EDI 856 problems are found by VF Outlet it is the vendor’s responsibility to send a corrected EDI 856 with a new ISA
control number BEFORE the shipment arrives.
• Shipment information for product that is not shipped or back ordered should not be included.
• Each truckload requires a unique Bill of Lading, Load ID and a ship notice that applies only to that Bill of Lading
number. Bill of Lading and Load ID provided to the carriers must match the number used on the EDI 856 document.
• EDI 856 data must be unique for an individual store. Do not group stores by region in a transmission.
Electronic Data Interchange (EDI) | VF Outlet Vendor Compliance Manual
6
UCC 128 Label instructions
• VF Outlet uses the standard UCC128 Shipping Label. Labels must be securely attached to all cartons.
• Require fields are:
-- Vendors Name & Address
-- VF Outlet Store Address
-- VF Outlet Store Number
-- Purchase Order Number
-- Bar-coded & printed Container number
-- Style – Color (preferred by not required)
• All UCC128 labels must be placed on the longest, flattest side of the carton. If a carton is less than 4” high, the label
may be folded over the top of the carton, however, please ensure the UCC128 label containing the bar code is on the
lower portion of the carton and the address information is folded over the top. See placement options below:
-- Preferred vertical label placement: Labels must be placed on the long side of the carton, as close to
3 inches from the vertical edge of the carton. To be applied to cartons that are 6 inches in height or greater.
7
-- Overlapped vertical label placement: Labels must be placed on the longest side of the carton, as close to
3 inches from the vertical edge of the carton. The barcode must not be folded. To be applied to cartons less than
6 inches in height.
EDI 810 Invoice
• Invoices must be transmitted using EDI 810 documentation. Invoices must be submitted within 2 business days of the
EDI 856. However, the invoice should not be submitted before the shipment of merchandise or the transmission of the
EDI 856.
• The information transmitted must be accurate and match the shipping detail.
• One invoice per store per purchase order is required.
• An invoice number can only be used one time.
• VF Outlet will communicate invoice information problems as soon as reasonably possible. The corrected invoice data
must be transmitted under a new ISA control number in order to receive payment.
8
Order Management & Fulfillment
• Orders must be ready and released for shipment by noon at least 3 days prior to the cancel date, by noon EST.
All agreed upon changes or substitutions (including ship dates, color, size or style) must be confirmed in writing by the
buyer prior to shipping.
• No unauthorized over shipments are allowed. No style, color or size substitutions are accepted without prior written
approval from the buyer. Shipping more of one style in lieu of another will be considered an over shipment and is
not allowed.
• Be certain to verify all details of the purchase order, paying close attention to VF Outlet style, color, size, quantity, unit
cost, etc.
• It is advisable to ship on the earliest available date shown on the purchase order.
• Purchase order windows will be interpreted as follows:
-- Ship date is the earliest allowable date to start shipping.
-- Routing requests must occur by noon EST 3 days prior to the cancel date.
-- If a purchase order has a cancel date that falls on a weekend or holiday, then the cancel date will be interpreted as
the business day prior.
• Shipments earlier or later than the purchase order window are not allowed without the buyer’s approval.
• Split shipments of an order are not allowed without prior approval.
• VF Outlet reserves the right to reject unauthorized shipments sent directly to store, unauthorized substitutions, invalid
orders, canceled and later orders, early shipment, over shipments and duplicate shipments.
• Non-Compliance of these standards will result in expense offsets to cover additional handling and processing of
subsequent merchandise shipments. Transportation expense offsets will be assessed due to any fulfillment
shortfall/overages.
Order Management & Fulfillment | VF Outlet Vendor Compliance Manual
9
Floor Ready Merchandise requirements
• All merchandise must be received in floor ready condition that is ready for immediate placement on the selling floor.
Merchandise must be ticketed, hung and packaged according to VF Outlet standards.
• VF will only do business with contractors, suppliers and agents that comply with the applicable laws and regulations of
the jurisdictions in which they operate and conduct business.
• Contractors, suppliers and agents must respect the intellectual property rights in our brands and not harm the
intellectual property rights of others.
Ticketing
• All merchandise shipped to VF Outlet stores with tickets must be matched to the correct product. Match tickets by
style, color, and size. The ticket must be visible and placed on the garment in the designated location.
• A manufacturer’s ticket is acceptable if the UPC code is included and can be scanned. When a manufacturer’s ticket is
used the following guidelines apply:
-- A sticker with compare at & you pay prices should be affixed on the lower left corner of the ticket. Compare at
pricing should be above the you pay price (as shown in the example below)
-- All stickers must be placed on the front of the ticket
-- If MSRP are is the same as the Compare at price, Compare at price does not need to be included on the
original ticket
• If a manufacturer’s ticket is not used, tickets must include the following information as show in the example below:
-- Brand name (optional)
-- Style Number
-- Size
-- Color Name
-- UPC Code that can be scanned
-- Compare At and You Pay price in the lower left corner
All tickets that contain the name of other “original” retailers must be removed.
• Tickets should be affixed using a plastic swift-attach device or label.
Floor Ready Merchandise Requirements | VF Outlet Vendor Compliance Manual
10
Ticket Placement
• Tickets should be placed in a clearly visible location.
• The following placements are acceptable; however, tickets should not be attached in any location or manner that can
cause damage to the garment.
Item Description
Bottoms
Bras
Dresses
Gloves
Handbags/Backpacks
Hats/Caps
Hosiery/Underwear
Intimate Apparel (Excluding Bras)
Jewelry/Watches
Luggage
Dress/Woven Shirt
Outerwear
Robes
Scarves/Shawls
Shoes (Boxed)
Shoes (Not in Box)
Sold in Box or Package (Accessories)
Stuffed Animals / Toys
Sweaters
Swimwear (One Piece)
Swimwear (Two Piece)
Ties
Tops
Umbrellas
Ticket Placement
Left Side / Over Left Waist Band. See diagram below
Left Side Seam / Around Front Left Strap
Left Sleeve / Through Vendor Care Label
Through Vendor Care Label / Connecting String
Around Handle, Zipper, Strap or Frame Joint
Through Headband or Vendor Care Label
Back of Card (Non-Packaged) / Back of Package
Left Side / Through Vendor Care Label
Around Item / Bottom of Card or Box
Around Handle
Through Placket / Left Sleeve Seam
Left Sleeve or Cuff
Left Sleeve / Through Vendor Care Label
Through Vendor Care Label
Front of Box, Next to Size
Through Lace or Eyelet
On Back of Box or Package
On Box/Package/Item
Through Vendor Care Label / Left Sleeve Seam
Through Vendor Care Label / Left Side
Through Back of Top / Care Label / Left Side
Through Vendor Care Label
Through Vendor Care Label in Neck / Left Side Seam
Around the Handle
Size Strips
• All buyer approved folded programs require a size strip placed so it is visible when the garment is folded in a
displayed stack.
• Size strips must be specific. For example, for men’s jeans, strips must include waist and inseam sizes.
11
Hanger Standards
• All apparel which will be merchandised hanging must be shipped in the appropriate hanger with size tag as
described below:
• Black hangers are preferred, however, white or clear is acceptable
• Merchandise that could be damaged by a hanger during shipping must be seated in the box and requires
buyer approval
Men’s, Women’s & Missy
Product
Hanger Description
Style Number
Shirt / Dresses / Swimwear / Sleepwear
Black with Metal Hook
• Men’s / Women’s Plus
19”
479
• Ladies / Missy / Junior
17”
484
• Jackets / Robes / Coats / Heavy Sweaters
Black with Metal Hook
19”
3320
17”
3329
Pants / Skirt
Black Pinch Bottom with Metal Hook
12”
6012
10”
6010
Product
Hanger Description
Style Number
Tops
10” or 11”
GS19 or GS11
Bottoms
10”
CW87
Product
Hanger Description
Style Number
Shirt / Jackets / Dresses
Plastic (Black or White or Clear)
• Boys (4 to 16) / Girls (4 to 16)
14 1/2” or 15”
472
• Toddler Boy /Girls
12”
496
• Newborn / Infant
10” or 12”
495 or 496
Pant / Skirt / Short
Plastic Pinch Bottom
Intimates
Kids & Infant
(Black or White or Clear)
• Boys (4 to 16) / Girls (4 to 16)
10”
6110
• Newborn/Infant/Toddler
8”
6108
Jacket
Plastic with Metal Hook
(Black or White or Clear)
• Boys / Girls
17”
• Sets
Frame or Plastic Loop
484
Size Rings & Clips
• VF Outlet requires that vendors include a size ring or clip on all hangers. Sizes should be the same as printed on the
UPC label (S, M, L, XL, 4, 6, 8, 10, 12, 14, etc.)
12
Packaging & Carton Standards
Packaging Material
• The minimal packing material must be used. Some packing material may be used to ensure proper presentation.
However, excessive use of materials cause waste and potential safety hazards.
• Pins, tape, clips, tie backs, cardboard or any other unnecessary materials that require removal in store are prohibited.
• Adequate packaging to prevent wrinkling, soiling or damage in transit should be utilized.
• Do not poly bag individual items.
Carton Packaging and Size Requirements
• VF Outlet carton size/weight requirements are listed below. Shipments sent prepaid directly to stores are not bound
by these requirements.
Minimum
Maximum
Length
9”
54”
Width
11”
34”
Height
3”
30”
Weight
3 lbs
60 lbs
• Cartons must be sealed with tape.
• Each carton should only contain merchandise for one purchase order and one store.
• When shipping direct to VF Outlet store locations using FedEx Ground master cartons are required.
-- A master carton should be used anytime a single carton weighs less than 25 pounds and more than one carton will
be shipped to an individual store location.
-- Master cartons should be as large as possible but must not exceed the maximum girth and weight requirements
outlined below, you can ship multiple cartons or poly bags for colors, sizes, and PO’s in a single master carton to the
same store. Each internal package in the master carton is required to have a UCC-128 label attached so the store can
correctly receive the merchandise.
-- A Master Carton Label should be attached to the outside of all master cartons:
Master Carton
______ of _____
Stores Please Scan
All UCC 128 Barcode
-- A Master Cartons length + girth cannot exceed 130 inches and must weigh less than 150 pounds.
-- If the total number of Master Cartons shipping to a single location exceeds 15 you should palletize the shipment and
contact VF Outlet’s Logistics team.
Packaging & Carton Standards | VF Outlet Vendor Compliance Manual
13
Packing Slip Requirements
• Packing slips not required unless specified by a buyer.
• A packing slip must be placed on the lead carton for each store (lead carton should be so marked).
• The packing slip must contain the following information:
-- VF Outlet purchase order number
-- VF Outlet store number, and complete address
-- Number of cartons shipped for individual store
-- VF Outlet style, color, size and total number of units of each style
Packaging & Carton Standards | VF Outlet Vendor Compliance Manual
14
Shipping & Routing
• Orders must be ready and released for shipment by noon EST at least 3 days prior to the cancel date.
• Shipments must be fully prepared for pick up by the designated pick up time.
• Ship only via the routing provided by VF Outlet’s Transportation Management System (ATOMS).
-- ATOMS can be accessed at www.atomsystem.com/vfoutlet or via VF Outlet’s website
-- Log-in information to the ATOMS portal will be provided during the vendor set-up process
-- When orders are ready to ship, vendors must log into the ATOMS portal and release the shipment for routing
-- Routing must be requested 3 days prior to the cancel date by noon EST
-- Once the route and carrier has been finalized, an email will be provided with the carrier and load id and initial
destination for the shipment
-- Please note: the load id for each shipment must be provided in the EDI 856 document
-- Detail instructions for using ATOMS and this process are available on the ATOMS portal
-- If there are any issues with ATOMS portal please contact VF Outlet’s logistics depart
• Do not deviate from these guidelines unless you have written authorization from VF Outlet Logistics.
• In the event a vendor does not follow routing guidelines, VF Outlet will not be responsible for any loss or damage.
• All shipments to, or on behalf of, VF Outlet must clearly indicate the “bill to” name as “VF Outlet, Inc.” No deviations
(i.e., VFFO, Factory Outlet, Outlet, etc…) will be acceptable.
• All freight shipped the same day, from the same origin to the same destination, is to move on a SINGLE Bill of Lading
(Master Bill of Lading)
• Do not specify a Declared Value or Insured amount for any shipment, regardless of carrier mode, unless authorized in
writing from VF Outlet Logistics.
• VF Outlet base order number and Load ID (Provided from the TMS system) must be recorded on the bill of lading.
An example of a base order number is JRINMxxx1109
• Under no circumstances should there be freight or handling charges added to a merchandise invoice.
• Do not allow carriers to make notations on the bill of lading, i.e., SLC, STC, SWP, etc. In this instance, the vendor will be
responsible for any claims or loss.
• All shipments must be described in accordance to the NMFC classification covering your product.
• VF Outlet will only allow vendors to request routing once per week per base order number, unless shipping from
multiple locations.
• The following instructions must be indicated on the shipping bill of lading (Master B/L): Please forward freight bill for
payment to: VF Outlet c/o Transportation Management Associates, Inc. PO Box 969 344 Oak Grove Church Road,
Mocksville, NC 27028.
• Direct shipment to store is not permitted without written approval from VF Outlet. Instructions for direct shipments
will be provided upon approval.
Shipping & Routing | VF Outlet Vendor Compliance Manual
15
• Unless shipping direct to store the following applies:
-- Cartons should be palletized and shrink wrapped according to the applicable destination. This would only require an
address label being affixed to the outside of the shrink wrap per each pallet. Also the note “DO NOT BREAK
PALLETS” must be added to the outside of each handling unit (pallet).
-- The initial shipment destination address (Charlotte, NC or Hawthorne, CA) must be indicated on the on the outside
of each handling unit (pallet):
Charlotte, NC
Hawthorne, CA
VF Outlet c/o Averitt Express
10325 Ridge Creek Drive Unit “A”
3133 W. 131st Street
Charlotte, NC 28273
Hawthorne, CA 90250
• Do not request or note notification services from the carrier on the bill of lading
• Calculating “Cubic Feet”-Weight & cube allows VF Outlet to decide on the specific mode of transportation for a
particular shipment. The method for calculating the cube of a shipment is:
-- (Carton Length x Carton Width x Carton Height) / 1728 = Cubic Feet
• Be advised that if the product cannot be stacked and needs to be spread throughout the trailer the actual space
requirement is greater and needs to be taken into consideration.
VF Outlet’s Routing Methodology
• VF Outlet transportation management system routes orders according to the following methodology. It has been
provided for reference only. VF Outlet reserves the right to route merchandise using a different methodology if
it chooses.
• Stores are grouped into the following regions for consolidation and routing by state as shown below:
Region 1: Northeast
CT MD NY
DE MA NJ
PA
Region 2: Southeast
AL LA OH KY
FL MI SC NC
GA MS TN TX
VA
Region 3: West Coast
AZ NV CA
UT CO WA
ID
Region 4: Midwest
IA MO NE
IL WI KS
IN
• All store shipments (purchase orders) are consolidated on a single bill of lading for each initial destination according
to the following:
Ship From
Ship To Consolidation Point
Region 1
Charlotte, NC 28273
Region 2
Charlotte, NC 28273
Region 3
3133 W. 131st Street
Hawthorne, CA 90250
Region 4
Charlotte, NC 28273
Shipping & Routing | VF Outlet Vendor Compliance Manual
16
Returns to Vendor
• VF Outlet reserves the right to return unordered merchandise at the vendor’s expense, including any additional
expenses incurred. Unordered merchandise includes any merchandise by style, size, quantity, and location that does
not match the EDI 850 purchase order.
• If VF Outlet decides to return unordered merchandise, merchandise may be shipped via the carrier of VF Outlet’s
choice. All transportation and additional expenses will be charged to the vendor.
• VF Outlet requires vendors to issue credit for all sub-standard merchandise including defective, damaged, or
unsaleable product.
• Vendors will be assessed a handling charge of 7% of cost of merchandise on all returns, regardless of the reason.
Transportation costs will also be charged to the vendor.
Returns to Vendor | VF Outlet Vendor Compliance Manual
17
Expense Offsets
Technology Non-Compliance
Category
Description
Expense Offset
EDI 856
• Missing/unusable/inaccurate EDI 856
$250 per incident per
day and $2 per carton
If not resolved within
5 days merchandise
is returned to vendor
($1250 fee + Full Freight
+ Carton fee)
UCC 128
• UCC 128 label missing or incorrect
$250 per incident and
$2 per carton
UCC 128
• Label is not in the correct location on the carton
$250 per shipment
EDI 856
• Orders assigned to wrong store
$250 per store
EDI 856
• UPC data is incorrect
$250 per incident and $5
per UPC
EDI 856
• EDI 856 is not transmitted the same day the
shipment leaves
$250 per incident
EDI 856
• Multiple unauthorized transmissions of EDI 856
received
$250 per incident and $5
per store
EDI 810
• EDI 810 invoice is not submitted within 2 business
days of EDI 856
$250 per day late
(1 day min, not exceed
cost of purchase)
EDI 810
• Receipt of EDI 810 prior to actual shipping of
purchase order
1% of cost of merchandise
EDI 810
• Invoice contains more than one invoice per store
per purchase order
$10 per invoice
• Invoice number is used more than once
Expense Offsets | VF Outlet Vendor Compliance Manual
18
Order Processing
Category
Description
Expense Offset
Product
• Unauthorized product substitutions
(style, size, color)
$500 if product is kept
Product
• Unauthorized over shipments
Cost of Merchandise
Over shipped
Product
• Unauthorized under shipments; expense offset
applied when the units shipped of a style is short by
5% of the total units ordered of that style.
1% of cost of merchandise not shipped (min
$250)
Product
• Sub-standard merchandise including defective,
damaged, or unsaleable product.
Return to vendor fee and
damages determined on
a case by case basis
Returns
• Return to Vendor handling fee
7% of cost of merchandise and net freight cost
$250 and freight if
goods are returned
Shipping Non-Compliance
Category
Description
Expense Offset
Shipping
• VF Outlet transportation management system not
utilized for routing
Full Cost of Freight
Shipping
• Transportation guidelines and instructions not
followed
$2 per carton
Shipping
• Merchandise delivered direct to store without
approval
Shipping
• Shipment not ready when carrier arrives (e.g. goods
not palletized, etc.)
$250 truck fee and
$250 processing fee
Shipping
• More than one shipment per week per purchase
order unless negotiated with buyer
Shipping
• Unauthorized multiple shipments per store per
purchase order
$2 per store
Packing Slip • Packing slip not included when required
$250 per order
• Inaccurate data on packing slip
Master
Carton
• Master carton not utilized when specified
$5 per carton
19
Floor Ready Merchandise
Category
Description
Expense Offset
Ticketing
• Missing ticket
$0.50 per unit
• Incorrect ticket format used
• Tickets on merchandise for another retailer
• Ticket not affixed to the garment correctly
Ticketing
• Ticket placement is incorrect
$250 per style
Hangers
• Missing or incorrect hanger
$0.50 per unit
Size Rings &
Strips
• Missing size rings on hanger and size strips when
required
$100 per incident
Packaging
• Unnecessary packaging material
$0.50 per unit
All disputes covering deductions made to an account must be received within 90 days of notification. Files received after
this time period will not be honored.
20
Use Of Trade Names and Trademarks
Vendor hereby grants to VF Outlet a non-exclusive and, irrevocable, worldwide, transferable, royaltyfree and fully paid up right and license to use, sell, lease or otherwise dispose of merchandise and to
use Vendor’s Marks (as defined below) solely in the advertising and marketing thereof. Such use shall
be in accordance with Vendor’s written guidelines if provided to VF Outlet. VF Outlet shall provide
Vendor the opportunity to review catalog proof pages prior to printing. Vendor retains all right, title
and interest in and to its Marks. “Marks” means trade names, logos, trademarks, trade devices, trade
dress, service marks, symbols, abbreviations or registered marks, or contractions or simulations thereof,
or any other indicia of ownership. Vendor shall not use any VF Outlet Marks without VF Outlet’s prior
written consent.
Use of Trade Names and Trademarks | VF Outlet Vendor Compliance Manual
21
Product Warranty
Vendor represents and warrants that: (a) all merchandise is new, free from defects and conforms
to any approved specifications, samples and drawings and other descriptions provided by Vendor;
(b) title to merchandise shall be delivered to VF Outlet free and clear of all liens and claims; (c) all
merchandise is manufactured, imported, sold, shipped, packaged, labeled and marketed in accordance
with all applicable international (in the countries in which the parties are doing business), U.S. federal,
state and local laws, ordinances, executive orders and regulations and industry standards; (d) it shall
perform its obligations under the end user warranty with respect to any merchandise or under any other
obligations imposed upon Vendor by applicable international, federal, state or local laws, ordinances,
executive orders or regulations; (e) all merchandise shall be considered to be a consumer merchandise
under the Magnuson-Moss Warranty Improvement Act; (f) in advance of any sale of Merchandise by VF
Outlet for consumers’ use at a price above $15, Vendor shall make available to VF Outlet merchandise
warranty information in an electronic format reasonably acceptable to VF Outlet; (g) all Vendor promotions relating to merchandise (including without limitation, rebates, sweepstakes and contests) are
and shall be in accordance with all applicable international (in the countries in which the promotions
are being run), U.S. federal, state and local laws, ordinances, executive orders and regulations and
industry standards, and Vendor shall fulfill all such promotions; (h) all merchandise and Vendor supplied
advertising and marketing materials do not, and VF Outlet’s sale of merchandise and its customers’
use thereof shall not, infringe any patent, trademark, trade secret, mask work, copyright, design or
any other proprietary right of any third party; and (i) Vendor has the full right, power and capacity to
perform its obligations under this Vendor Agreement, and in connection with the performance of its
obligations under this Vendor Agreement, has obtained all authorizations required from third parties.
Without limiting in any way Vendor’s representations and warranties herein, Vendor hereby represents
and warrants to VF Outlet that Vendor shall: (a) comply with all applicable laws, ordinances, executive
orders, regulations, and industry standards in making any claim about the environmental attributes of
a merchandise or its packaging, including without limitation, any such claim appearing on merchandise
labeling, packaging, advertising or other marketing materials, merchandise specifications, or other
merchandise information materials; (b) at the time the claim is made and thereafter during the term
of this Vendor Agreement, possess proper substantiation for the claim (including, without limitation,
competent and reliable scientific evidence substantiating the claim); and (c) provide to VF Outlet,
promptly upon VF Outlet’s request, at VF Outlet’s option, either such substantiation or satisfactory
evidence of such substantiation.
Product Warranty | VF Outlet Vendor Compliance Manual
22
Indemnity and Insurance
(a) Indemnity. Vendor shall at its own expense defend VF Outlet, including VF Outlet’s directors,
officers, employees, agents, and Affiliates (collectively, “VF Outlet Indemnified Parties”) from and
against any and all third party claims, demands, suits or actions resulting from, arising out of or relating
to: (i) any alleged or actual harm caused by merchandise; (ii) Vendor’s (including its employees and
anyone acting on its behalf): (A) alleged or actual acts or omissions in connection with this Vendor
Agreement; (B) alleged or actual breach of this Vendor Agreement; or (C) alleged or actual violation
of any statute, law, ordinance or regulation; or (iii) alleged or actual infringement of any third party’s
intellectual property or other rights resulting from, arising out of or relating to any merchandise
(collectively, a “Claim”). With respect to each Claim, Vendor shall indemnify and hold harmless the VF
Outlet Indemnified Parties from and against any and all damages, judgments, awards, fines, penalties,
expenses, and costs (including without limitation attorneys’ fees and expenses) that are awarded to
the third party by a court or other authority, that are assessed by a governmental authority, or that
are payable to the third party in a settlement made by Vendor. Notwithstanding the foregoing, Vendor
shall not be liable to VF Outlet for any unauthorized warranties or representations made by VF Outlet
relating to any merchandise.
(b) Procedures. VF Outlet shall give Vendor prompt written notice of any Claim. Failure or delay in
giving such notice shall not diminish Vendor’s indemnity obligations unless and only to the extent that
Vendor is materially adversely affected thereby. Vendor shall be permitted to control the defense of
such Claim as long as Vendor acts promptly and reasonably in VF Outlet’s reasonable judgment, and
in any event shall pay all reasonable defense or settlement costs whether or not it is controlling the
defense. VF Outlet shall reasonably cooperate (at Vendor’s expense) in the defense or settlement of
such Claim. Any settlement by Vendor is subject to VF Outlet’s written approval, not to be unreasonably withheld, delayed or conditioned (except that any settlement requiring any admission of liability
shall be subject to VF Outlet’s written approval in its sole discretion). Where Vendor is controlling the
defense as provided above, if VF Outlet wishes to retain counsel it shall be at its own expense unless
the written opinion of either party’s counsel confirms that use of the same counsel to represent both
parties would be a conflict of interest. In that case, all reasonable expenses and costs of VF Outlet’s
retained counsel relating to a Claim shall be paid by Vendor. If Vendor fails to defend and indemnify
as required when given notice then Vendor: (i) shall reimburse VF Outlet for all reasonable expenses
and costs of successfully enforcing these indemnity obligations and defending or settling the Claim;
(ii) shall be bound by any judgment or settlement of the Claim; and (iii) shall indemnify VF Outlet for
all damages, judgments, awards, fines, penalties, expenses, and costs (including without limitation
attorneys fees and expenses) that are awarded by a court or other authority to the third party who
brought the Claim, that are assessed by a governmental authority or that are payable to the third
party pursuant to a settlement.
(c) INSURANCE. Vendor shall at its own expense procure and maintain: (i) commercial general liability
insurance including products liability coverage covering Vendor’s liability for any personal and bodily
injury and property damage caused by Vendor or merchandise with limits of at least $1,000,000
combined single limit per occurrence. All such required insurance shall: (a) provide primary coverage
and not call upon any other party’s insurance (including VF Outlet) for defense, payment, subrogation
or contribution; (b) be with insurance companies of recognized standing rated A VIII or better by A.M.
Best that are authorized to do business in the state in which the Products are sold; (c) provide that the
insurer give VF Outlet 30 days’ prior written notice before cancellation, non-renewal or material change
in coverage or deductible amounts; and (d) be made on an occurrence rather than claims made basis.
Indemnity and Insurance | VF Outlet Vendor Compliance Manual
23

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