Key Supplier Program Branded Merchandise Application. 2017/2018 Summit Group Branded Merchandise Supplier Agreement Supplier: ASI #:

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1 Key Supplier Program Branded Merchandise Application Page0

2 Index Attachment 1 Summit Group Information 2-3 Physical Locations 2 Points of Contact 2 Credit References 3 Attachment 2 Supplier Information 4 11 HQ Information 4 Accounting Information 4 Points of Contact 5-6 Online Access & Capabilities 7 Promo Standards Requirement for 2017/ M/WBE Status / Certification 8 Product Safety Acknowledgments and Information 9 ILO Commitment Attachment 3 Partnership Offer and Commitment Summit Group s Offer and Commitment 12 Supplier s Offer and Commitment 133 General Requirements 14 Attachment 4 Terms and Conditions General Terms and Conditions Summary of Purchase Order Expectations Confidentiality Agreement Signature Page Attachment 5 Website and Catalog Image Specifications 22 Websites and Catalogs Attachment 6 Freight Routing Guide Western United States to Summit Group 23 Western United States Drop Shipped 24 Eastern United States to Summit Group 25 Eastern United States Drop Shipped 26 Freight Routing Guide Signature Page 26 Application Signature Page 27 Page1

3 ATTACHMENT 1 Summit Group General Information Location Address Phone / Fax Washington, DC (Headquarters) Tech Road P: Silver Spring, MD F: Chicago 280 Madsen Dr., Suite 100 P: Bloomingdale, IL F: Atlanta 4500 Highlands Parkway SE P: Smyrna, GA F: Portsmouth 501 Islington Street, Ste. 1A P: Portsmouth, NH F: Supplier Relations (HQ Staff) Role Point of Contact Phone VP of Supplier Relations Danon Middleton Danon.Middleton@summitmg.com P: Director of Strategic Michele Reed Michele.Reed@summitmg.com P: Merchandising Supplier Relations Manager Julie Thorpe Julie.Thorpe@summitmg.com P: Sales Force Meeting Request Please contact the following individuals per geographic location for more information: Location Point of Contact Phone Washington DC Mark Becker Mark.Becker@summitmg.com P: Chicago Julie Thorpe Julie.Thorpe@summitmg.com P: Atlanta Diana Young Diana.Young@summitmg.com P: Portsmouth Donna Urbanski Donna.Urbanski@summitmg.com P: Catalogs, Sales Flyers and Contest All sales flyers must be client-ready. All sales contests must be approved by Executive Management. Ship only 15 catalogs to the DC, Chicago and Atlanta locations and 5 to Portsmouth. Location Point of Contact Phone Chicago Julie Thorpe Julie.Thorpe@summitmg.com P: Accounting Accounts Payable Submissions (All Office Locations) Address Fax Summit Group LLC 280 Madsen Dr., Suite 100, AccountsPayable@summitmg.com F: c/o Accounts Payable Bloomingdale, IL Role Point of Contact Phone Corporate Controller Patrice Scott Patrice.Scott@summitmg.com P: Note: To assist our vendor representatives in knowing from which Summit location the order originates, the second line of the address on the PO is Accounts Payable XXX, with XXX indicating the location (ATL/CHI/DC). Order Management Send all order status Summit-Purchasing@summitmg.com OR, utilize Promo Standards once order tracking functionality is implemented. Please reference page 8 for more details. Page2

4 Summit Group Credit Information Type of Business Summit Group, LLC is one company with 3 dynamic solutions: Branded Solutions, Marketing Solutions and Recognition Solutions. Each of our solutions has a proven track-record of success and allows our clients to partner with a single-source to address all of their business requirements. Summit is located in 4 strategic locations with sales teams in all locations and a centrally positioned distribution center in Bloomingdale, IL. Federal ID #: ASI #: DUNS #: PPAI #: UPIC#: Summit Michael P. Harper Sr., Chairman/CEO Annual Sales in Excess of $75 Million Business References Denis N. Harper, Vice- Chairman Company Address Phone Fax Contact 3M 2020 Lookout Dr. North Mankato, MN Credit Dept. A.T. Cross 1 Albion Road Lincoln, RI Kathy Crowley Bic/Norwood Myer Lake Circle Clearwater, FL Betsy Hardin Bulova Corp. One Bulova Ave. Woodside, NY Rose Myers Gemline Nine International Way Lawrence, MA Joanne Grip Polyconcepts 400 Hunt Valley Rd New Kensington, PA David Farr Prime Resources 1100 Boston Ave Bridgeport, CT Paula Shulman Bank References Name Address Phone Fax Contact The Private Bank 120 South LaSalle Street, Chicago, Illinois M&T Bank 7799 Leesburg Pke Ste 900 Falls Church, VA Various David B. Vande Ven Managing Director Michael Quinn Assistant VP Treasury Management Consultants Page3

5 Supplier Information ATTACHMENT 2 Company Name: Address: City: ST Zip: HQ Phone: Toll Free: Fax: General Affiliations: ASI# PPAI# UPIC# Remit to (if different than above): Address: City: ST Zip: Phone Fax: Primary Contact name: Direct Phone Line: General Federal ID# (if company): SS# (if individual): Accounting Information Payment Terms: Discount Terms 2% Net 10 Discount Terms 1% Net 20 Credit Limit: Payment Preferences: Credit Card: Supplier is not authorized to assess fees for credit card payment, payment by credit card will not affect rebate offers: Yes No Credit Cards accepted: American Express Visa Master Card Provide an address to submit credit card payment: ACH: (specify discount for this payment): ACH Coordinator: Bank Name: Address for remittance (REQUIRED) ABA Routing#: Account#: Check: Page4

6 Summit Account Number(s) Account Numbers: Please provide Summit Group s account number(s) that are set-up in your system: Consolidated Account # If your system requires separate numbers for each Summit division please complete ATL# CHI# DC# Supplier Points of Contact Authorized Negotiator Name: Signature Authority Name: Product Safety/Compliance Officer: Phone: National Sales Manager Name: Co-Op National Manager Name: Ad Allowance Manager Name: Rebate Manager Name: IT Manager Name: Customer Service Manager Name: Order Processing Manager: Page5

7 Regional Contacts: DC Regional Sales Manager: DC Co-Op/Inside Regional Contact: Chicago Regional Sales Manager: Chicago Co-Op/Inside Regional Contact: Atlanta Regional Sales Manager: Atlanta Co-Op/Inside Regional Contact: Portsmouth Regional Sales Manager: Portsmouth Co-Op/Inside Regional Contact: Phone: On- Page6

8 Website / Integration Capabilities Promo Standards (New Requirement): Promo Standards is Summit s preferred method of integration and is a company initiative for 2017/2018. Summit requires our supplier partners to integrate using Promo Standards; therefore, we strongly encourage you to begin the process by contacting Promo Standards at to learn more, register and be prepared! Yes, we plan to become registered with Promo Standards and will start the process. No, we will not be considering integration through Promo Standards and understand this could hinder our partnership with Summit Group. If already registered with Promo Standards, indicate planned level of participation below: Inventory Media Order Submission Order Status Product Data Invoice Order Ship Confirmation Pricing Order Confirmation / Acknowledgment Corporate Website: Corporate Log-in: Corporate Passcode: Integration Capabilities: In the event you are not participating or planning on participating in the Promo Standards initiative, please indicate potential electronic methods of communication: EDI FTP Upload Other: API Services IT Integration Contact Name: Phone: We do not have on-line invoice capabilities. s regarding invoices should be directed to: Address: Page7

9 Women / Minority Owned Businesses Diversity is a key business initiative at Summit and an integral part of all aspects of our company s business. Therefore, we are always seeking to assist our clients in their corporate initiatives and encourage qualified suppliers to obtain and maintain certification. How to Obtain Certification Should you wish to pursue your certification visit the following sites: Minority owned businesses, visit Women owned businesses, visit For further verification visit your states official government website. Is your company Minority Certified: Yes: No: noted on your state certification document. If yes, please provide the following information Supplier Name Certification # Certification Agency Expiration Date Certification Classification ABC Sample Company SC SCMSDC 8/1/15 MBE Ethnicity Asian Pacific Gender Male Common Certification Classifications are: MBE Minority Business Enterprise (owned and controlled by at least one minority) WBE Women's Business Enterprise (owned and controlled by at least one non- minority woman) MWBE Minority Women's Business Enterprise (owned and controlled by at least one minority woman) SEDBE Socially and Economically Disadvantaged Business Enterprise (owned and controlled by a non-minority male, determined to be socially and economically disadvantaged) LGBTBE Lesbian, Gay, Bi-Sexual, Transgender-Owned Business Enterprise (Registered through the Chamber of Commerce registration documentation required) VOB Veteran-Owned Business (Letter provided by Dept. of Veteran Affairs or the National Veteran-Owned Business Association is required) Ethnicity Black (Having origins in any of the Black racial groups of Africa) Hispanic (Of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish or Portuguese culture or origin, regardless of race) Native American (Having origins in any of the original peoples of North America) Asian Pacific (Having origins in Japan, China, Taiwan, Korea, Burma, Vietnam, Laos, Cambodia, Thailand, Malaysia, Indonesia, the Philippines, Brunei, Samoa, Guam, Hong Kong, and other countries and territories in the Pacific) Subcontinent Asian / Asian Indian (Having origins in India, Pakistan, Bangladesh, Bhutan, Maldives Islands, Nepal or Sri Lanka.) GLBT (Gay, Lesbian, Bi-Sexual or Transgender Owned) Caucasian Other (Describe) *Verification - As part of the verification process, a copy of your local, state, or federal documentation must be submitted for all certification types so that we may provide our clients with proof of status upon request. Please provide a copy of your certification to Julie Thorpe, (Julie.Thorpe@summitmg.com). Self-certification is not valid for client reporting. Further information about certification can be found on your state s website. Page8

10 Product Safety, Social and Environmental Standards Summit Group seeks supplier partners who share our commitment to quality products and quality business principles. We work hard to ensure the goods we sell are made in compliance with applicable laws. All products must comply with all product safety requirements dictated by any law, standard, or regulation enforced by the CPSC and FDA. Summit may at any time, request product safety testing protocols, final testing reports, and conformity certificates pertaining to any product purchased under a Summit Agreement. All requested materials must be provided within ten (10) business days. Summit Group also reserves the right to conduct site visits through third party partners and/or qualified members at Supplier facilities used for manufacturing. Yes No Product Compliance Summit requires our supplier partners to be an active member of QCA (Quality Certification Alliance). Are you a current approved member of QCA? Has your factory completed a social compliance audit in the past 2 years? If yes, please send to Julie Thorpe Julie.Thorpe@summitmg.com Do you have product testing documents available? Provide website and/or address of the person we should contact: address: Website: Has MANUFACTURER established a process for managing the highest standards for Quality Control, Code of Conduct and Social Compliance at each manufacturing site that meet Federal Regulations? Before beginning a business relationship with a site facility, does MANUFACTURER evaluate the quality of, and capacity for production, including a full inspection? Does MANUFACTURER resolve issues found during social compliance evaluations and also document specific corrections and improvements? Is MANUFACTURER using a third party audit firm to conduct testing? Does MANUFACTURER follow Proposition 65 and Environmental Management laws and/or perform proper labeling as it applies to the State of California? Is MANUFACTURING PARTY utilizing a subcontractor to reproduce PROPRIETARY MARKS? If yes, the full legal name of that person or entity must be provided below and a separate Code of Conduct Agreement executed between SUPPLIER and the subcontractor must be submitted to Summit Group as an addendum with this agreement Is MANUFACTURING PARTY a subcontractor of the person or entity selling the ITEMS to SUPPLIER? If yes, the full legal name of that person or entity must be provided below and a separate Code of Conduct Agreement executed between SUPPLIER and such third party must be submitted to Summit Group as an addendum with this agreement. Page9

11 ILO Commitment The principles embodied in our Code are designed to be consistent with core conventions of the International Labor Organization (ILO), the specialized agency of the United Nations focused on global labor standards, as well as codes set forth by key labor standards organizations. Child Labor MANUFACTURERS will not use child labor. The term child refers to a person younger than 15 (or 14 where local law allows) or, if higher, the local legal minimum age for employment or the age for completing compulsory education. MANUFACTURERS employing young persons who do not fall within the definition of children will also comply with any laws and regulations applicable to such persons. Involuntary Labor MANUFACTURERS will not use any forced or involuntary labor, whether prison, bonded, indentured or otherwise. Coercion and Harassment Nondiscrimination Association Health and Safety Compensation Protection of the Environment Other Laws Subcontracting MANUFACTURERS will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence or other forms of physical, sexual, psychological or verbal harassment or abuse. MANUFACTURERS will not discriminate in hiring and employment practices, including salary, benefits, advancement, discipline, termination or retirement, on the basis of race, religion, age, nationality, social or ethnic origin, sexual orientation, gender, political opinion or disability MANUFACTURERS will respect the rights of employees to associate, organize and bargain collectively in a lawful and peaceful manner, without penalty or interference. MANUFACTURERS will provide employees with a safe and healthy workplace in compliance with all applicable laws and regulations, ensuring at a minimum reasonable access to potable water and sanitary facilities; fire safety; and adequate lighting and ventilation. MANUFACTURERS will also ensure that the same standards of health and safety are applied in any housing that they provide for employees. We expect MANUFACTURERS to recognize that wages are essential to meeting employees' basic needs. MANUFACTURERS will, at a minimum, comply with all applicable wage and hour laws and regulations, including those relating to minimum wages, overtime, maximum hours, piece rates and other elements of compensation, and provide legally mandated benefits. Except in extraordinary business circumstances, manufacturers will not require employees to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by local law or, where local law does not limit the hours of work, the regular work week plus 12 hours overtime. In addition, except in extraordinary business circumstances, employees will be entitled to at least one day off in every seven-day period. MANUFACTURERS will compensate employees for overtime hours at such premium rate as is legally required or, if there is no legally prescribed premium rate, at a rate at least equal to the regular hourly compensation rate. Where local industry standards are higher than applicable legal requirements, we expect manufacturers to meet the higher standards MANUFACTURERS will comply with all applicable environmental laws and regulations. MANUFACTURERS will comply with all applicable laws and regulations, including those pertaining to the manufacture, pricing, sale and distribution of merchandise. All references to "applicable laws and regulations" in this Code of Conduct include local and national codes, rules and regulations as well as applicable treaties and voluntary industry standards. MANUFACTURERS will not use subcontractors for the manufacture of Summit Group merchandise or components thereof without Summit's express written consent, and only after the subcontractor has entered into a written commitment with Summit Group to comply with this Code of Conduct. Summit Group has the right to audit/inspect, upon reasonable notice under the circumstances, any facility of MANUFACTURING PARTY and any of its subcontractors applying PROPRIETARY MARKS for Summit s clients. Page10

12 Monitoring and Compliance Publication MANUFACTURERS will authorize Summit Group and its designated agents (including third parties) to engage in monitoring activities to confirm compliance with this Code of Conduct, including unannounced on-site inspections of manufacturing facilities and employer-provided housing; reviews of books and records relating to employment matters; and private interviews with employees. MANUFACTURERS maintain on site all documentation that may be needed to demonstrate compliance with this Code of Conduct. MANUFACTURERS will take appropriate steps to ensure that the provisions of this Code of Conduct are communicated to employees, including the prominent posting of a copy of this Code of Conduct, in the local language and in a place readily accessible to employees, at all times. We require and expect these commitments by and from all manufacturers and suppliers within the manufacturing chain from raw materials to finished goods. Signature to confirm commitment: Date: Page11

13 Attachment 3 Summit s Offer & Commitment to Suppliers Summit Group will support suppliers who have joined us as partners in the following activities, including but not limited to: Corporate Policies Marketplace Invitation Access to Summit s Clients Joint Sales Calls Access to Sales Teams Sampling Program Summit s Showrooms Supplier Feedback Payment Commitment Order Accuracy Will actively reinforce corporate conduct for all associates to do business with authorized supplier partners. Inclusion in marketplace activities (all locations) no charge table display for product presentation to keydecision makers. By appointment only. Invitation to Summit End User Shows. Interface directly with the account executive and client to sell-in the product line. Invitation only. Push "Client-Ready" sales flyers out to internal associates and externally to clients. Note: Client-Ready means the flyer must be void of supplier contact information. Flyers must include Summit Group logo. On a quarterly basis, drop ship product specials directly to Summit s sales teams. List to be provided by Summit. Access to display products in Summit s showrooms at no charge (all locations). Summit will capture feedback (positive or negative) from our decision-makers regarding your performance. The results will be shared with our suppliers Will pay all accepted invoices within agreed upon payment terms. Will provide orders that are accurate and true to the best of our ability. Page12

14 Partnership Agreement In exchange for driving business to your company, Summit Group would like to set the following expectations. Volume Rebate* 3% from $0.01 Any Quoted Special Pricing is to be included in rebate unless otherwise pre-approved by Danon Middleton, VP of Supplier Relations End User Show At least one per year/per location Initial Marketplace Sales Flyers Monthly marketplace events (per location). Based on supplier availability Push client-ready sales flyers out monthly Self-Promo Items** 5% of prior calendar year sales all divisions/pricing will be EQP less 50%. Ad Allowance E-commerce Internet/Ecommerce $150 per item, per program Option 1*** Ad Allowance % of Sales 1% of Year End Purchase on program items, will not require screen Option 2 *** shots from Summit Ad Allowance Print*** Print Catalog or Collateral $300 per item, per program Footnotes: *Rebate volume is calculated based on Summit Group s total annual sales volume from the first $.01. Rebates will be payable by February 15 st. This rebate is independent of any rebate established through a buying group, pricing structure, or other negotiations. All rebate credit memos/checks should be sent to Julie.Thorpe@summitmg.com or mailed to: Summit Group Attn: Julie Thorpe, 280 Madsen Dr., Suite 100, Bloomingdale, IL **Self-Promo allowance: No incidental charges apply on self-promotional merchandise. Self-promo allowance is to be monitored and redeemed only by the Supply Chain Team and is not to be disclosed or discussed with individual staff members of Summit Group.. ***Ad Allowance select option 1 or 2, checks should be made payable to: Summit Group, 8252 Solutions Center Chicago, IL Page13

15 General Requirements IMPORTANT: Application will NOT be approved until all fields are completed, each row must be initialed in agreement or have an inserted comment. General Requirements Column Pricing EQP or Better: Charges for Regular Drop ship Orders EQP less % Charges for Items Included in Co-op 3rd Party freight No Charge No Charge Blank/Photo Samples No Charge No Charge Change of Ink/Thread Charge No Charge No Charge Drop Ship Fees No Charge No Charge Exact Quantity Orders No Charge No Charge Handling Fees No Charge No Charge Less than Minimum No Charge No Charge Paper Proofs No Charge No Charge PMS Match No Charge No Charge Product Proofs No Charge No Charge Random Samples No Charge No Charge Repeat of Exact Art No Charge No Charge Re-set, Copy Change No Charge No Charge Restocking on Returns No Charge No Charge Screen, Tape, Die, or Plate No Charge No Charge Setup Charge No Charge No Charge Showroom Samples No Charge No Charge Spec samples physical No Charge No Charge Virtual Image for Print No Charge No Charge Virtual Image Web No Charge No Charge Please initial in agreement or insert comments USA Made Products Yes No Please circle appropriate response Union Owned Yes No Please circle appropriate response Footnotes: 1. All virtual images will be returned to Summit Group within 24 hours of receipt. 2. Showroom samples to be shipped at supplier s expense. 3. Restocking on returns is for blank merchandise only. Page14

16 ATTACHMENT 4 Purchase Order Terms and Conditions PO Binding Contract This is a binding contract between supplier and purchaser and is not intended to be a written confirmation of any verbal order. Different or additional terms proposed by supplier are expressly rejected and shall not become part of the transaction. Purchaser s assent of each PO is expressly conditioned upon the full protection of the Uniform Commercial Code with respect to warranties, remedies and all other rights of Purchaser under said Code. Purchaser objects to any attempted limitation on such Code protection in any oral, written, or printed statement from supplier. The terms of this agreement shall survive the execution, delivery and performance of each order. In the event the purchase order terms are not adhered to a $25.00 fee will be assessed per occurrence. PO Acknowledgment Acknowledgement - Supplier s acknowledgement of each purchase order ( PO ) must be received by Summit Group, within 24 hours. Lack of compliance will result in a fee of $25.00 per occurrence. All Summit orders must reference a PO number. Suppliers may only accept the following type of purchase orders from Summit Group for either samples or client orders. (Letterhead, s, verbal purchase commitments are not permitted). XXXXXXX - OD (Drop ship orders) XXXXXXX OM (Website orders) XXXXXXX - OP (Stock inventory orders) We reserve the right to cancel, all or in part, shipments not received within time specified for delivery on the original purchase order with no charge to Summit Group, with the exception of custom goods. Partial deliveries are not authorized without prior written approval. Please Note: Originating Location - To assist our supplier representatives in knowing from which Summit location the order originates, the second line of the address on the PO is Accounts Payable - XX, with XX indicating the location (ATL-20/CHI-40/DC-30). Acceptance - By accepting each PO, supplier acknowledges receipt of and agrees to be bound by the terms and conditions set forth by Summit Group. If supplier does not agree to all terms herein, supplier shall notify Purchaser within 24 hours that they do not accept the terms of the PO or do not intend to fulfill the PO. We will accept a 5% over/under allowance on orders for imprinted items, unless otherwise stated on the purchase order. On blank items, we will only accept exact quantities as specified on purchase order. As noted above, within 24 hours of receipt of a purchase order, a supplier must acknowledge via to the name specified on the purchase order that item pricing on purchase order is correct, item ordered is a current item, quantity requested is available and ship date will be met. Please, do not send purchase order acknowledgements to routinginstructions@summitmg.com. Supplier must advise via to the name specified on the purchase order if they cannot meet ship date for both blank and imprinted items. The must contain revised ship date. Notification must be received no less than 5 business days prior to scheduled ship date of a standard ground shipment. If notification is received less than 5 business days prior to scheduled ship date, Summit Group reserves the right to cancel the order with no costs incurred. Notification of any backorders via to the name specified on the purchase order within 24 hours of receipt of purchase order. Page15

17 Proof Acknowledgment Receipt of Proof by the supplier must be provided to the ordering party via within 24 hours of receipt. Proof acknowledgment must contain order number and anticipated ship date. Please, do not send proof acknowledgements to Shipment Acknowledgment Upon order shipment, supplier must provide notification to the same day the order is shipped. Shipment acknowledgment must contain order number, ship method, and tracking number. Tracking numbers are required for all orders and are to be ed within 24 hours of shipment departure to the purchase order originator. If this is something you cannot provide, please alert Summit immediately. Please, do not send shipment acknowledgements to Shipments to Bloomingdale, Illinois Summit Distribution Center must contain the following: o A packing list must be included on all shipments. Packing Lists MUST be contained in/on the lead carton (#1 carton) when shipping via small parcel carriers. Packing slip MUST be affixed to upper right hand corner of the lead #1 pallet when shipping via LTL carriers. o Every package received in our warehouse must contain a label that specifies supplier name, purchase order numbers contained in shipment and number of boxes in shipment. o Summit Group reserves the right to refuse any packages not containing proper labeling. Normal packaging used by supplier is required as determined by product. All freight cost associated with refusal and redelivery of aforementioned shipments will be deducted from vendor invoice Receiving hours at the Bloomingdale, Illinois warehouse are Monday Friday, 8 am until 4 pm (CST). Materials are subject to inspection upon arrival goods rejected will be held for your disposition. Invoice Order invoices must be sent within 24 hours of order shipment. Invoices must contain all charges on one invoice. Multiple invoices will not be accepted. All invoices must have a PO# referenced. Each purchase order must be billed on a separate invoice. Communications Expectations Summary: Activity Notification Type Timing PO receipt and acceptance to ordering activity Within 24 hours of receipt Proof receipt by Supplier to ordering activity Within 24 hours of receipt Order Shipment to ordering activity Same day order is shipped Order Invoice or fax to Summit A/P address Within 24 hours of order shipment Late Delivery Penalty Purchaser reserves the right to chargeback supplier for freight or transportation charges due to early or late delivery without approval by purchaser. Purchaser may deduct from payment due to supplier, or set off against any claim by supplier, any amount which is due purchaser from supplier for any reason. Supplier must advise of delayed ship date. Failure to do so will result in order at no-charge. Inspection, Acceptance/Rejection Purchaser reserves the right to inspect and approve or reject merchandise ordered. Purchaser may refuse or return merchandise which (i) is delivered after the specified delivery date; (ii) is not equal to or is different from an approved sample; (iii) differs in size, color or quantity from that specified in the PO; (iv) is imperfect, damaged, not properly bagged or packaged, or in any other way does not conform with the terms of the PO. Page16

18 Supplier Shipping Requirements All shipments MUST be accompanied by a Packing List. Packing lists shall contain the following information Itemized list of shipment contents including quantity, unit of measure, and description for each line item (SKU). Summit s or vendor s part number shall also be included if stated in the purchase order Summit s purchase order number Summit s contact person s name, shipping address and phone number Vendor contact name, company, address and phone number Date Shipped Notation that the shipment is a partial shipment (if applicable) Packing lists MUST contain the actual quantity being shipped and not the purchase order quantity if the two are in conflict For multiple carton, and/or pallet shipments the packing list must be affixed to the outside of the shipment in an adhesive document envelope labeled PACKING LIST, PACKING LIST INSIDE, or comparable. If there are multiple pallets and/or carton not wholly contained on a single pallet, each individual container shall be labeled 1 of XX, 2 of XX, etc. where XX is the total number of containers in the load. Paperwork shall be attached to or placed inside the lead carton or pallet. A single packing list may accompany one of multiple cartons and or pallets. The unit containing the packing list shall be prominently labeled as LEAD PALLET or LEAD CONTAINER or 1 of XX. Separation of goods Multiple line items may be packed in the same carton or container. Cartons containing mixed SKU s MUST be labeled Carton Contains Mixed Product. When multiple containers of the same line item are packed on a mixed pallet, like items shall be grouped together. Supplier Freight Routing Guide Attachment 6. Pg Routing instructions are deemed part of the terms and conditions of purchase. These requirements are designed to provide supply chain efficiencies to support our needs and those of our customers. This document needs to be signed and returned with the agreement. Declared Value Insurance Policy Summit does not authorize our vendors to purchase DV (declared value) insurance on product shipped to our GA, IL, NH, or DC offices and/or drop shipped directly to our customers via UPS on our accounts unless the value of the product contained in a single carton exceeds $400. If it is determined DV coverage is required, it should be purchased for the individual high valued case(s) only, not the entire shipment. Any unauthorized purchases of DV (declared value) coverage for product moving on our Summit UPS accounts that has not been preauthorized, or meets the $400 threshold referenced above will be deducted from the vendor s invoice plus a $75 clerical fee per occurrence. Should you have questions regarding this policy please contact Larry Peckler- Director of Logistics larry.peckler@summitmg.com, Non-Compliance Fees If any nonconforming shipments are refused or returned by Purchaser, supplier agrees to pay Purchaser a handling charge upon reshipment to supplier in order to reimburse Purchaser for additional handling and processing costs incurred. Purchaser will also assess handling charges if supplier fails to comply with Purchaser s Page17

19 packing, invoicing, carton marking, shipping, routing or any other instructions stated in the PO. All rejected Merchandise shall remain titled with supplier and shall be held at supplier s sole risk. Supplier shall bear all transportation costs and all expenses, including but not limited to, unpacking, examining, repacking, storing and reshipping relating to any rejected or cancelled Merchandise: If Supplier does not deliver any part of the Merchandise If Supplier delivers defective Merchandise or Merchandise that otherwise does not comply with Purchaser s specifications, including but not limited to production overruns or underruns If the Merchandise, or the manufacture handling or sale of such, infringes on a patent, trademark, copyright, trade secret, process, or other third party rights, or is sold by use of unfair competition or violates any law, statute, ordinance, administrative order, rule or regulation. If Supplier does not ship the Merchandise in accordance with Purchaser s Instructions as to the routing, packing or marking, or does not ship containers that conform to Purchaser s specifications. Neglect or Failure of Purchaser to notify Supplier of the occurrence of any events regarding Cancellations and Returns, shall not constitute acceptance of any such Merchandise or a waiver of any rights or privileges hereunder within one year of receipt of such Merchandise. If any such Merchandise is rejected after payment, Supplier shall, upon Purchaser s written demand, refund Purchaser the invoice price for such rejected Merchandise and the costs and expenses set forth in the above paragraph. Purchaser reserves the right to set off any amount due to Supplier against any amounts owed Purchaser. Upon payment of Suppliers invoice for the Merchandise, Purchaser will own all Merchandise exclusively for the purposes and upon the terms stated on the PO. Invoicing and Payments Invoices must be received within 24 hours of shipment. All invoices must have our PO# referenced. Failure to adhere to this requirement could result in payment delays. Pricing on invoices are pre-negotiated per this agreement. Pricing can only be changed with the written approval from the V.P. of Programs and Supplier Relations. No other Summit associate is authorized to change pricing. Summit Group Third-Party Billing Small Parcels We require that you use our UPS number on any shipments (other than standard LTL shipments) pertaining to all Summit Group purchase orders leaving your facility, whether it is products, samples or catalogs. This is a Summitwide program covering all divisions. The Summit Group UPS number is A statement will be included on each purchase order stating our Third-Party Billing request. Note that our purchase orders may be multiple pages. Please read all pages. When completing your UPS shipping documents, it is mandatory that you include our Purchase Order number in the UPS Reference Field #2 in the following format: [PO#] [space] [6 8 digits] [-][two-letter code]. Example: PO# OD Our purchase order numbers are generally 6 8 digits followed by -OP, -OD, -OM. The number can be found in the upper right-hand corner of our purchase order. If you subcontract any services related to the product we purchase from you, your company name as well as our Purchase Order number must be referenced on the UPS bill in Reference Field #2 so that we are able to associate the two companies. UPS labels printed using Summit s UPS account number that are not utilized for whatever reason MUST be cancelled in the UPS system. A noncompliance charge of $25 will be deducted on a future payment issued to you as well as any charges UPS may assess for failure to properly void unused UPS Small Parcel labels. If our Purchase Order number does not appear in the UPS Reference Field #2, a noncompliance charge of $25 will be deducted on a future payment issued to you. Page18

20 Client Third-Party Billing We require that you use our client s third party shipper number if stated on the purchase order (example FedEx ####). A statement will be included on each purchase order stating our Third-Party Billing request. When shipping PO s on behalf of Summit Group requesting the use of a 3 rd party freight account, please include the 3 rd party account number, and their bill to address must appear on the BOL. Do not use the Summit Group 280 Madsen Dr., Suite #100, Bloomingdale, IL as a default address. Please address all routing and/or freight questions to routinginstructions@summitmg.com. Note: If you do not use the client s third party FedEx/UPS number requested on the purchase order, a noncompliance charge of $100 will be deducted on a future payment issued to you. Credit Card Fees Supplier is not authorized to assess fees for credit card payments. Pre-payments Generally, Summit Group will not provide pre-payments for any orders. However, in unique or extreme circumstances, Summit Group may agree to full or partial pre-payment. Pre-payments are only authorized by Summit Group s VP of Supplier Relations. Additionally, any authorized pre-payment will be subject to additional discount provided by the Supplier. Cancellation and Termination In addition to all of its other rights hereunder, at law or in equity, Purchaser may cancel this PO, in whole or in part, by written notice to supplier if any one or more of the following occurs: a) supplier becomes insolvent, or makes a general assignment for the benefit of creditors, or a receiver is appointed for supplier; (b) a voluntary or involuntary petition in bankruptcy is filed by or against supplier; (c) supplier defaults in performing any of its obligations under this PO; or (d) Purchaser, having reasonable grounds for insecurity with respect to supplier s performance, has not received supplier s assurance of due performance within five days after Purchaser s written demand for the same. Warranty and Indemnity Supplier represents and warrants that it has complied with all applicable laws, regulations and ordinances of the USA, all of its states, and all other governmental bodies, authorities, and agencies in the manufacture and shipping of these goods, including compliance with the Fair International Labor Standards in Trade and Investment Act of Seller will defend and indemnify Purchaser and hold purchaser harmless for damages (including attorneys fees) which it may sustain as a result of any breach of this paragraph. In addition to any warranty implied by fact or law, supplier expressly warrants all merchandise to be free from defect in design, workmanship and materials; to be fit and sufficient for the purpose intended; and to be merchantable. Such warranties shall run to Purchaser and its customers. All warranties shall survive inspections, testing, or acceptance of any payment from Purchaser. In the event of breach of warranty, Purchaser may, without waiving its right to damages, either return for credit or require prompt correction or replacement of the defective or nonconforming goods on terms satisfactory to Purchaser. Severability and Survival Each section of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. Any provision of this Agreement that imposes an obligation following the termination or expiration of this Agreement will survive the termination or expiration of this Agreement and will continue to be binding upon the parties. Ode of C Page19

21 Confidentiality Agreement This Confidentiality Agreement ( Agreement ) is entered into this day of, 20 by and between Summit Group LLC ( Purchaser ) and ( Supplier ). WHEREAS, in order for Supplier to provide such a quotation to Purchaser, it may be necessary for Purchaser to disclose to Supplier certain proprietary information which is considered confidential by Purchaser, and if Supplier is selected to be a supplier of Product to Purchaser, additional proprietary information may from time to time be disclosed to assist Supplier in the further development, marketing, design, or production of Product; and WHEREAS, disclosure of Purchaser s proprietary information within the industry or to the general public would seriously jeopardize the property rights of Purchaser. NOW, THEREFORE, in consideration of Purchaser s agreement to consider Supplier as a potential supplier of Product, Supplier agrees as follows: 1. Purchaser Proprietary Information means technical information and data made available by Purchaser in written, machine recognizable, graphic, or sample form including, without limitation, drawings, photographs, sketches, models, mockups, and design or performance specifications, provided such information is clearly and conspicuously labeled Purchaser PROPRIETARY INFORMATION or other equivalent legend. Purchaser PROPRIETARY INFORMATION is also understood to include information and data disclosed orally or visually, provided it is identified at the time of disclosure as proprietary and, within 30 days thereafter, a written summary of such oral or visual disclosure, bearing the aforesaid type of label or legend, is provided to Supplier. 2. Purchaser PROPRIETARY INFORMATION furnished or disclosed to Supplier shall be (a) used solely for the purpose of providing a quotation and/or designing and producing Product for Purchaser, and (b) held in confidence for a period of three (3) years from the date of disclosure. 3. Such information shall not, without the prior written consent of Purchaser, be used in connection with the manufacture of products for any customer other than Purchaser or for any other purpose unrelated to the quotation and/or supply of Product to Purchaser. Furthermore, within Supplier s company, dissemination of Purchaser s PROPRIETARY INFORMATION will be restricted to those employees involved in quoting on or supplying Product to Purchaser and who have been informed of the terms and conditions of this Agreement. 4. Notwithstanding the above stated obligations of restricted use and confidentiality with respect to Purchaser s PROPRIETARY INFORMATION, Supplier will not be liable for disclosure or use of such part of the information which Supplier can establish by tangible evidence: (a) was in its possession or known to it prior to receipt from Purchaser; (b) is or becomes known to the public through disclosure in a printed publication or in an issued patent (without breach of any of Supplier s obligations hereunder); (c) was acquired by Supplier from a third party which generated such information independently of Purchaser s PROPRIETARY INFORMATION; (d) was necessarily disclosed by its use or embodiment in a Purchaser product that has been placed in commerce by Purchaser; (e) was independently developed by Supplier providing that the Persons developing same have not had access to the Purchaser PROPRIETARY INFORMATION or have rightfully obtained the information from a source other than Purchaser. Page20

22 5. All Purchaser s PROPRIETARY INFORMATION shall remain the property of Purchaser. Upon demand, all such information and any copies shall be immediately returned by Supplier to Purchaser including any written notices which may have been made regarding the information. 6. No rights or obligations other than those expressly recited herein are to be implied. No license is granted or implied, by estoppel or otherwise, under any patents (existing or future) or for any use of Purchaser s PROPRIETARY INFORMATION except such use expressly contemplated by this Agreement. 7. Nothing contained herein shall obligate Purchaser to purchase Product from Supplier or Supplier to supply Product to Purchaser. Furthermore, unless otherwise specifically agreed to in writing, any knowledge or information which Supplier discloses to Purchaser which in any way relates to the supply of products to Purchaser shall not be deemed to be proprietary or confidential information and shall be acquired by Purchaser free from any restrictions; however, no license under any applicable patent(s) of Supplier shall be thereby granted or implied. 8. This Agreement constitutes the entire and only agreement between the parties respecting the subject matter. No change to any provision herein shall be binding on either party unless in writing and signed by an authorized representative of each party. Supplier By: Authorized Signature Name: Typed or Printed Title: Page21

23 ATTACHMENT 5 Website and Catalog Image Specifications Product Images for Summit Group Websites Product images submitted to Summit Group must meet the following specifications: PNG (.png) format is preferred; JPEG (.jpeg/.jpg) is acceptable. Image pixel dimensions of at least 1200 or larger in either height or width. RGB color mode. The image must be in focus, professionally lit and photographed or scanned, with realistic color, and smooth edges. The image should fill 85% or more of the image frame. The full product must be in frame. Backgrounds must be pure white (RGB 255,255,255). The image must not contain additional text, graphics, or inset images. Image editing programs often allows you to change pixel dimensions. Resizing small images to be larger usually reduces image quality to an unacceptable level. Avoid aggressively compressing the file before sending it to ensure high quality display online. For JPGs, save at the highest possible quality level, and avoid resaving the image in JPG format while editing the image. For additional image views (Gallery) The image must be of, or pertain to, the product being sold. The image must be in focus, professionally lit and photographed or scanned with realistic color and smooth edges. Other products or objects are acceptable to help demonstrate the use or scale of product. The product and props should fill 85% or more of the image frame. Cropped or close-up images are acceptable. Backgrounds and environments are acceptable. Text and demonstrative graphics are acceptable. Product Images for Summit Group Print Product images submitted to Summit Group must meet the following specifications: EPS (.eps) format is preferred; Photoshop (.psd) is acceptable. Image pixel dimensions of at least 1200 or larger in either height or width at 300 dpi. CMYK color mode. The image must be in focus, professionally lit and photographed or scanned, with realistic color, and smooth edges. Clipping paths must be present. The image must not contain additional text, graphics, or inset images. Page22

24 ATTACHMENT 6 Supplier Freight Routing Guide Dear Supplier: Summit Group is committed to providing its customers the highest possible customer service at the lowest possible cost. This can only be achieved with cooperation and efficiencies throughout the supply chain. We are therefore providing this Freight Routing Guide, designed to provide you with a quick and easy reference to our shipping requirements. Please read this guide before shipping Summit Group Purchase Orders to ensure you adhere to the guidelines and to avoid any possible charge back and/or penalties. Be advised that these Routing Instructions are deemed part of the terms and conditions of purchase. These requirements are designed to provide supply chain efficiencies to support our needs and those of our customers. Should you have any questions related to these requirements, contact routinginstructions@summitmg.com. All other inquiries should be channeled to the name on the PO. General Instructions This guide contains detailed instructions for routing, scheduling, documentation, and packaging of merchandise for shipment to Summit Group Distribution Centers, Vendors and/or Customers. The instructions apply to all purchase orders issued by Summit Group where Summit will be responsible for paying the carrier(s) direct for the freight and are incorporated by reference into the terms and conditions of all Summit Group purchase orders. Noncompliance with the Summit Group Freight Routing Guide may result in chargeback of all excess expenses incurred plus an administrative fee. Each vendor/supplier is responsible to forward this Guide to its Logistics Department and other individuals responsible for the shipment/delivery of product to Summit Group, its Vendors and/or Customers. Shipments from Western United States to Summit Group Bloomingdale, IL Small Parcel-Defined as Single or multiple case orders shipping to a residential or commercial address with a combined cube of less than 53 cubic feet. ( L x W x H divided by 1728). Multi case orders with a combined weight of 375 pounds or less. Note: Each case on the order must contain the correct PO# and be properly labeled (1 of 5, 2 of 5, 3 of 5, etc.) Approved Carrier- UPS Ground Account Number LTL (Less than Truck Load)-Defined as Single or multiple case orders shipping to a residential or commercial address with a combined cube of more than 53 cubic feet. ( L x W x H divided by 1728). Multi case orders with a combined weight of 376 pounds or more. Page23