Ingram Book Group Inc. Vendor Alliance Vendor Required Terms Non-book 1. EDI Compliance a. Vendors with an annual net sales volume with Ingram Book Group (IBG) exceeding $200,000 for the prior calendar year should make every effort to establish an EDI relationship with IBG to allow for accurate and expedient transmission of information and data. For instructions on how to establish an EDI relationship, email vendoredi@ingrambook.com. b. Vendors with less than $200,000 in annual net sales should make every effort to provide EDI capabilities, including Ingram s proprietary bibliographic Excel format. 2. Product and Image Submission a. New product information must be provided to Ingram Data Management as early as possible or at least six (6) months in advance of publication. New product information should be submitted to your designated buyer as that information becomes availble. 3. Price Changes and Discount Changes a. Vendors must notify IBG of all price and discount changes prior to shipping. b. No substitutions will be accepted. IBG may return products shipped incorrectly and freight and handling will be charged to the Vendor. 4. Purchase Orders (PO) IBG s PO designations are as follows: H = Hot R = Replenishment N = Not Yet Published S = Club These letters appear as a suffix on IBG PO s. a. Vendor must process orders immediately upon receipt of an IBG PO via ipage. IBG must receive the POA within one (1) business day after the PO is sent. IBG reserves the right to cancel any unfilled PO at any time. Any product received after the PO cancellation date may be returned by IBG at the Vendor s expense. b. IBG may order product in any quantity and may sell them to any of our customers or channels at our sole discretion. Vendor may not cancel any or part of our orders based on customer or channel restrictions. 5. Hot POs a. Hot POs are designated with an H suffix in the PO and should be given priority handling. Hot POs must be filled within thirty (30) days of creation or the PO will be cancelled. Vendor must notify IBG if any product is temporarily out of stock and must include any available back-in-stock dates for the product. Vendor must ship or have product ready for pick-up within five (5) working days of receipt of an IBG purchase order. If product is temporarily out-of-stock, the Vendor will ship any such product within five (5) working days of the date it is restocked, provided such time is before the POs cancellation date. b. Vendor fill rate should be 100% on all hot POs placed by IBG. IBG s fill rate is measured 30 days from the date on the PO. Page 1 of 8
6. Replenishment POs a. Replenishment POs are designated with an R suffix in the PO and must be filled by the Vendor within sixty (60) days of creation or the PO will be cancelled. Vendor must notify IBG if any product is temporarily out of stock and must include any available back in stock dates for the product. Vendor must ship or have product ready for pick-up within five (5) working days of receipt of an IBG purchase order. If product is temporarily out-of-stock, the Vendor will ship any such product within five (5) working days of the date it is restocked, provided such time is before the POs cancellation date. b. Vendor fill rate must meet or exceed 95% on all replenishment orders placed by IBG. IBG's fill rate is measured sixty (60) days from the date on the PO. 7. Not Yet Available (NYP) POs a. NYP POs are designated with an N suffix in the PO and will be cancelled if not filled by Vendor within two hundred seventy (270) days from the original invoice date. If a product is going to be delayed, IBG must be notified immediately. 8. Club POs a. Club POs are designated with an S suffix in the PO number. See Club Business section below for more information. 9. Packing and Identification a. All product must be packaged and shipped in accordance with the requirements as detailed in Appendix III Packing, Shipping & Invoicing for Non-book Product or on the most updated version posted on ipage., Vendor must have a unique, scanable UPC code on the product. 10. Delivery a. All shipments must be sent as detailed in Appendix III Packing, Shipping & Invoicing for Non-book Product, or on the most updated version posted on ipage. Shipments must be segregated by PO suffix and clearly marked. POs cannot be mixed in a carton or on a skid. Cartons of product with the same UPC must not be spread among several skids. b. Invoices must not be included in shipments. If the PO number is included on the outside of the carton, do not include a packing slip. c. Title and risk of loss for all shipments remain Vendor s responsibility until IBG takes delivery at an IBG Distribution Center (DC) or picks up from a designated consolidation point. Vendor is responsible for providing an acceptable Proof of Delivery (POD) to IBG. An acceptable POD must clearly show the signature of the IBG associate who accepted delivery. IBG may request POD after receipt of invoice. Vendor s POD must be produced within sixty (60) days of IBG s request. IBG will verify and process the POD within sixty (60) days of receipt from Vendor and make the appropriate adjustment, if necessary, on the next scheduled payment to Vendor. The POD weight must support full shipment, including cartons and skids. d. Misdirected shipments will be returned to Vendor at Vendor s cost and handling. e. IBG strongly encourages the Vendor to have a 24 hour tracking information system. 11. Invoices a. Vendor shall provide IBG with line item detail electronic invoices within thirty (30) days of shipment. Purchase orders shall not be combined on an invoice. No freight charges are allowed on the invoice. All invoices must include a unique UPC for each item. Do not include invoices with shipments. The date on the invoice must not be earlier than date of shipment. Page 2 of 8
b. Vendor should not rely on IBG to request a POD. If an invoice is not paid when due, Vendor should automatically request a POD. IBG will not pay partial invoices. 12. Payment and Statements a. IBG will purchase product from Vendor based on the purchasing terms outlined in Appendix I. IBG payment terms are net ninety (90) days from invoice based on IBG s month end pay date. Payment is predicated upon IBG s sale of Vendor product. In the event of slower than anticipated sales, IBG reserves the right to pay for the product sold, less an amount in anticipation of IBG s customer returns. Any debit balance of more than sixty (60) days must be paid by check or wire transfer by Vendor to IBG. b. Vendor shall provide monthly electronic statements to IBG with invoice and credit detail. Balance forward statements are not acceptable. IBG reserves the right to exercise any cash or early payment discounts offered by Vendor solely at its option. c. Vendor must reconcile with IBG at least once (1) a year through the assigned Accounts Payable representative. Vendor must not pre-bill. 13. Returns a. Vendor will issue credit for returns of stocked product within thirty (30) days of receipt of POD if required by IBG. No invoice information will be required by IBG. If IBG does not have a sufficient account balance against which to apply credit, then at IBG s discretion, IBG may request payment by check. Vendor is required to provide payment by check within sixty (60) days of request unless Vendor s account balance becomes sufficient during that time period. b. Vendor must request a POD for any disputed returns. Vendor shall issue credit by the next regularly scheduled statement for all valid PODs received. c. Damaged or Defective Product Received from Vendor IBG may return any damaged or defective product to Vendor. Vendor shall be charged the freight for all damaged and defective returns. Product shall be returnable by IBG for 100% credit without attachment of special labels or invoice numbers. d. Overstock Product Product, which is substantially overstocked by IBG, will be returned to Vendor for full credit. Overstock returns will be identified by an XX in the OE number on the return documentation. IBG takes no responsibility for the condition of overstock returns. e. Customer Returns Customer returns are processed directly back to the Vendor for full credit. Customer returns will be identified by an L in the order number on the return documentation. IBG takes no responsibility for the condition of customer returns. f. Product with a Status Change Vendor shall immediately notify IBG via your buyer in the event the Vendor s product becomes non-returnable, out-of-stock, out-of-stock indefinitely, not the Vendor s product, and/or no longer distributed. This notice must include the UPC. In the case of superseded product, notice must also include both the prior edition UPC and the new edition UPC. IBG, at its discretion, will return statused product up to six (6) months after IBG receives notification of the status change. g. Returns Made in Error Any returns made by IBG to Vendor which are deemed as Not our Product or exceed the six (6) month status change deadline by Vendor, must be submitted on IBG s Unacceptable Return Expedite Form located on ipage under the Information Tab. Refused return processing can take up to thirty (30) days. Once Vendor s claim has been processed, IBG will send Vendor a Control Page 3 of 8
Number and a Disposition Report including instructions. The Disposition Report must be included with Vendor s return shipment to IBG, if IBG authorizes product to be returned. The Disposition Report will indicate the IBG DC and address to which Vendor shall ship the return if so directed in the disposition. If the refused returns meet the requirements of this section, the return will be recognized and reflected as a credit on Vendor s statement. 14. Coop Advertising a. Vendors may advertise in an IBG advertising vehicle when available throughout the year. b. All space advertising fees will be deducted from the Vendor s account either 1) the month in which the advertising appears or 2) the month following the advertisement s appearance depending on the venue. If IBG does not have a sufficient account balance against which to apply credit, then at IBG s discretion, IBG may request payment by check. Product must be setup and active in all IBG systems prior to booking any advertising. All scheduled advertising is binding upon the Vendor. Requests to cancel advertising must be made in writing prior to the close date of scheduled advertising placement. c. Wholesale advertising funds cannot be utilized to offset pass through discounts. 15. Incentives a. Vendor must supply an UPC list of all incentive eligible product in January of each year. All incentive payments must be finalized and received no later than June 3 0th of the following year. Any unpaid incentive balances will be deducted from the Vendor s July statement. 16. On-Sale Date/Affidavits a. For any product subject to an affidavit, Vendor must provide IBG with advance notice of all official on-sale merchandise at the time the order is placed. All on-sale merchandise will be shipped to arrive at the IBG consolidation point fifteen (15) working days before the on-sale date or ten (10) working days before the on-sale date if delivered to the IBG DCs directly. 17. Vendor Contacts a. At all times, IBG must have a designated accounting, logistics, metadata and sales contact for the Vendor. IBG strongly encourages sales contacts to make calls at IBG in LaVergne, TN. In the event Vendor s designated contact changes, Vendor must provide notice of the change to IBG in writing. Vendors must establish their selling schedule with their buyer. 18. Club Business a. All Club cartons must all be segregated and each carton must have an S PO number clearly marked on all cartons. Extra care must be taken to ensure that shipments from a bindery are marked correctly and can be tracked for a correct arrival time. b. Vendors must maintain an internal logistics contact responsible for providing IBG with shipment information for the Club business. If Vendor ships product that is part of a Club assortment, all product must ship together. Do not hold orders to fill a truck or split shipments of reorders. Vendor must inform IBG in the event a PO cannot be filled. c. Vendor is responsible for meeting all shipment and arrival dates established by Ingram in order to deliver by Club deadline. Product should not arrive at IBG more than three (3) weeks before the DC required date without Ingram approval. Extra care must be taken to ensure timely delivery of product that must ship to Alaska, Hawaii and Puerto Rico. If a slot date is missed, Vendor will be responsible for any resulting fees and extra shipping incurred by IBG. d. If Vendor has product placed at a Club, Vendor s Club sales representative must meet with the Club team each publishing season. Page 4 of 8
e. Vendors are responsible for accepting all Club returns regardless of the quantity or condition. IBG does not remove stickers. 19. Third Party Distribution a. If a Vendor wishes to establish its business relationship with IBG through a third party distributor, Vendor must provide written notification to IBG identifying the name of distributor, effective date of distribution, returns cut-off date, and a specific list of product (including UPC). Vendor must also provide information about the handling of open POs and any possible terms changes. Any debit balance exposure on the Vendor s current account must be paid in full by the Vendor. Debit balances will not be forwarded to the new distributor. 20. Special Offers a. Any special terms of sale or opportunities affecting payment terms, freight, discounts, placement/position fees, marketing development money, or promotional allowances offered by Vendor to customers similar to IBG must also be offered to IBG. 21. Subscription to ipage a. ipage is the primary way IBG communicates with its Vendors. Vendors are required to maintain an active ipage account to access Suppliway, keep informed of IBG policies and procedure changes and access Vendor specific information. 22. Volume Sets a. Volume sets must be clearly identified and packaged as a set with a unique barcode. Vendor must also invoice as the sets ship. Individual units in the set will be so identified on the shipping pack list and must have their own UPC number. For more information on IBG Guidelines for Packaging and Labeling Multi-Volume Sets for non-book product visit ipage. 23. Chargebacks a. Non-compliance with IBG s Vendor Requirements will result in a charge back to the Vendor as identified in Appendix II to these requirements. 24. Termination of the Vendor Relationship a. Either party may terminate the relationship with sixty (60) days prior written notice. If a Vendor is in a debit balance with IBG for more than four (4) months, IBG reserves the right to immediately terminate its business relationship with the Vendor. 25. Modifications of Requirements a. From time to time it may be necessary for IBG to modify these Vendor requirements. Modifications will be posted to the Vendor Bulletin Board on ipage at least thirty (30) days prior to the planned effective date. Vendor is responsible for reviewing the Vendor Bulletin Board section on a periodic basis. Any questions regarding these requirements should be directed to your Buyer. 28. Force Majeure a. Whenever performance by IBG or Vendor of any of their respective obligations, other than the obligation to make payment of money due hereunder, is substantially prevented by reason of any act of God, strike, lock-out, or other industrial or transportation disturbance, fire, lack of materials, law regulation or ordinance, terrorist, war or war conditions, or by reason of any other matter beyond the affected party s reasonable control, then such performance will be excused and this Agreement will be deemed suspended during the continuation of such prevention and for a reasonable time thereafter. 29. Indemnifications Vendor represents and warrants for all product presented by Vendor to IBG for sale: Page 5 of 8
a. That the goods will be merchantable, fit and safe for the purpose intended; b. That in supplying the goods, Vendor has complied with all applicable laws and regulations of the country where the merchandise is manufactured, including but not limited to, laws against child labor, forced labor, and unsafe working conditions c. That the goods comply with and conform to all applicable federal and state laws and any regulations, rules, and standards promulgated thereunder, including but not limited to: Consumer Product Safety Act; Flammable Fabrics Act; Food, Drug and Cosmetic Act; Hazardous Substances Labeling Act; Occupational Safety and Health Act; Fair Labor Standards Act; and Textile Fiber Products Identification Act; d. That the goods do not and will not infringe upon any patent, trademark, trade name, copyright or other similar right and, if applicable, that Vendor is the owner of the product and all copyrights related thereto, or has the authority to sell and distribute the product in accordance with the terms hereof; e. That the product is not libelous, defamatory, or obscene; f. That the product, its sale, or distribution does not infringe any copyright or violate any privacy or other right of any person; g. That the product does not contain any recipes, formulae or instructions that, if implemented, might be injurious to the user or others; and h. That the Vendor will promptly notify IBG in writing if it receives or otherwise becomes aware of a claim alleging facts which if true would be a breach of any of the foregoing representations or warranties. Vendor agrees at its expense to defend IBG and indemnify and hold IBG, its officers, directors, affiliates, agents and employees, harmless for all loss, costs, expenses and damages of any nature incurred by IBG in connection with any suit, claim, or proceeding brought against IBG claiming or alleging facts which if true would be a breach of any of the foregoing representations or warranties. Such a defense is conditioned on the following: a. IBG shall notify Vendor promptly in writing if it receives any notice of a claim for which it intends to claim indemnification from Vendor; b. Vendor shall have the sole control of the defense of any action of such claim and all negotiations for the settlement and compromise; provided, however, that no claim will be settled regarding IBG s liability without the express written consent of IBG. IBG shall cooperate fully with Vendor, at Vendor s expense, in the defense of such claim but may have, at IBG s expense, separate counsel. IBG s written consent to any settlement and all other equitable relief pertaining to IBG s liability must be obtained before executed by Vendor, and; c. Should any product or the sale or distribution thereof become, in Vendor s opinion, likely to become the subject of a claim which, if true, would constitute a breach of the above representations and warranties, IBG shall permit Vendor, at its option and expense, either to procure for IBG the right to continue the sale or distribution of the product or to grant IBG the right to return the product regardless of condition for full credit. The credit shall be equivalent to the purchase price plus shipping and handling costs incurred by IBG. 30. Non-exclusivity a. IBG reserves the unrestricted right to solicit and make direct sales of the product of Vendor or anyone else to any person, retailer, institution, or distributor, at any location, and to appoint such additional dealers, distributors, or brokers for products as in IBG s sole judgment may be desirable, without obligation to Vendor of any kind. Page 6 of 8
31. Business Information a. All business information, trade secrets, and materials containing business information provided by IBG to Vendor in any format and on any media, including but not limited to lists of present or prospective customers or of persons that have or shall have dealt with IBG or purchased Vendor s products through IBG or otherwise, personnel acquisition plans, and other business affairs of IBG learned by Vendor, are and shall be treated as confidential both during and after the term of this Agreement. Such information or materials may be used only to perform services pursuant to this Agreement, and shall not be used for the benefit of Vendor. Vendor acknowledges and agrees that any breach of this provision will cause irreparable injury to IBG and that money damages are not an adequate or sole remedy. In addition to any other rights or remedies that may be available to IBG, IBG shall be entitled to appropriate injunctive relief or specific performance against Vendor or its officers and employees to prevent any breach of this provision. If IBG needs to enforce its rights under this paragraph, it shall be entitled to recover from Vendor its damages, expenses and attorney s fees. 32. Notices a. All notices required or permitted to be given under any provision of these Terms shall be in writing and either personally delivered or sent by telephone facsimile, United States Mail as certified mail, postage prepaid, or by overnight delivery through a reputable services such as Federal Express, bearing the address of the respective party as hereinafter set forth, unless another address is specified in writing. 33. Successors and Assigns a. These Terms and the rights and obligations of Vendor, may not be assigned in whole or in part or transferred by Vendor without prior written consent of IBG. 34. Contract a. These Terms and all documents referenced within these Terms, together with all Appendices to these Terms supersede all prior agreements and understandings between the parties. 35. Applicable Law a. These Terms shall be governed by and interpreted in accordance with the laws of the State of Tennessee. 36. Standards of Business Conduct a. It is the policy of IBG to deal fairly and objectively with each Vendor. IBG s choice of Vendors is based on price, quality, and quantity of product needed, availability of product, product recognition, and marketing support. b. IBG adheres to the highest ethical standards and expects Vendor to do likewise. Compliance with federal, state and local laws applicable to IBG and Vendor is essential. Business related bribery is a criminal offense. The offer or acceptance of any commission, bonus, fee, compensation, trip, loan, excessive gift or entertainment constitutes a lack of integrity and is violation of IBG policy. A gift or entertainment is excessive if, in the judgment of disinterested persons, accepting the gift or entertainment might impair or give the appearance of impairing one s ability to act solely in the best interest of IBG; under no circumstances shall the value of a gift or entertainment exceed $100. c. IBG associates are required to avoid engaging in any situation that would constitute or have the potential of constituting a conflict of interest. The term conflict of interest describes any situation where the associate is unable to act in a fair, objective manner when involved in business dealings on behalf of IBG. Situations such as acceptance of free trips from Vendor, use of Vendor s private planes for personal trips, excessive gifts, and stock ownership in Vendor are considered conflicts of interest and are in violation of IBG policy. Page 7 of 8
d. IBG associates are expected to report immediately to the office of IBG s corporate counsel any offers or incidents that appear to constitute a conflict of interest. Vendor is asked to report any violations to IBG s corporate counsel. Page 8 of 8