84858-vendor compliance guide - EMDECS - Oracle...

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.

VF Outlet, Inc. | 801 Hill Avenue | Reading, PA 19610 | P: 610.378.0408 | F: 610.378.9384 | www.vfoutlet.com

A VF Company

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 Outlet801 Hill Ave Reading, PA 19610

[email protected]

ACKNOWLEDGEMENT

vendor compliance manualand

terms and conditions of purchaseeffective november 11, 2013

Table of Contents | VF Outlet Vendor Compliance Manual

table of contents

SECTiON PGS

1. Introduction 5

2. Available EDI Transmissions 6

Advanced Ship Notice (EDI 856) 6

EDI UCC 128 Label Instructions 7-8

Electronic Invoicing (EDI 810) 8

3. Order Management & Fulfillment 9

4. Floor Ready Merchandise Requirements 10

Ticketing 11

Hanger Requirements 12

5. Packaging & Carton Standards 13-14

6. Shipping & Routing 15-16

7. Returns to Vendor 17

8. Expense offsets (Non-compliance) 18-20

9. Use of Trade Names and Trademarks 21

10. Product Warranty 22

11. Indemnity and Insurance 23

5Introduction | VF Outlet Vendor Compliance Manual

introductionWithin 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

6Electronic Data Interchange (EDI) | VF Outlet Vendor Compliance Manual

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.

EDi850PurChASEOrDEr• 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.

EDi856ADvANCEDShiPPiNGNOTiCE(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.


uCC128LAbELiNSTruCTiONS• 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.


- 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.

EDi810iNvOiCE• 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.

9Order Management & Fulfillment | VF Outlet Vendor Compliance Manual

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.

10Floor Ready Merchandise Requirements | VF Outlet Vendor Compliance Manual

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.


TiCKETPLACEMENT• 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 Ticket PlacementBottoms Left Side / Over Left Waist Band. See diagram belowBras Left Side Seam / Around Front Left StrapDresses Left Sleeve / Through Vendor Care LabelGloves Through Vendor Care Label / Connecting StringHandbags/Backpacks Around Handle, Zipper, Strap or Frame JointHats/Caps Through Headband or Vendor Care LabelHosiery/Underwear Back of Card (Non-Packaged) / Back of PackageIntimate Apparel (Excluding Bras) Left Side / Through Vendor Care LabelJewelry/Watches Around Item / Bottom of Card or BoxLuggage Around HandleDress/Woven Shirt Through Placket / Left Sleeve SeamOuterwear Left Sleeve or CuffRobes Left Sleeve / Through Vendor Care LabelScarves/Shawls Through Vendor Care LabelShoes (Boxed) Front of Box, Next to SizeShoes (Not in Box) Through Lace or EyeletSold in Box or Package (Accessories) On Back of Box or PackageStuffed Animals / Toys On Box/Package/ItemSweaters Through Vendor Care Label / Left Sleeve SeamSwimwear (One Piece) Through Vendor Care Label / Left SideSwimwear (Two Piece) Through Back of Top / Care Label / Left SideTies Through Vendor Care LabelTops Through Vendor Care Label in Neck / Left Side SeamUmbrellas Around the Handle

SizESTriPS• 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.


hANGErSTANDArDS• 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


• Ladies / Missy / Junior 17” 3329

Pants / Skirt Black Pinch Bottom with Metal Hook


• Ladies / Missy / Junior 10” 6010 intimates


Tops 10” or 11” GS19 or GS11

Bottoms 10” CW87

Kids & infant


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

(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” 484

• Sets Frame or Plastic Loop

SizEriNGS&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.)

13Packaging & Carton Standards | VF Outlet Vendor Compliance Manual

PacKaging & carton standardsPACKAGiNGMATEriAL• 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.

CArTONPACKAGiNGANDSizErEquirEMENTS• 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.

14Packaging & Carton Standards | VF Outlet Vendor Compliance Manual

PACKiNGSLiPrEquirEMENTS• 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

15Shipping & Routing | VF Outlet Vendor Compliance Manual

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.

16Shipping & Routing | VF Outlet Vendor Compliance Manual

• 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”

Charlotte, NC 28273

VF Outlet c/o Averitt Express

3133 W. 131st Street

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.

vFOuTLET’SrOuTiNGMEThODOLOGy• 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 Region 2: Southeast Region 3: West Coast Region 4: MidwestCT MD NY DE MA NJ PA

AL LA OH KY FL MI SC NC GA MS TN TX VA

AZ NV CA UT CO WA ID

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 VF Outlet c/o Averitt Express 10325 Ridge Creek Drive Unit “A” Charlotte, NC 28273


Region 3 VF Outlet c/o Averitt Express 3133 W. 131st Street Hawthorne, CA 90250


17Returns to Vendor | VF Outlet Vendor Compliance Manual

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.

18Expense Offsets | VF Outlet Vendor Compliance Manual

exPense offsetsTEChNOLOGyNON-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 merchan-dise

EDI 810 • Invoice contains more than one invoice per store per purchase order

• Invoice number is used more than once

$10 per invoice


OrDErPrOCESSiNG


Product • Unauthorized product substitutions (style, size, color)

$500 if product is kept

$250 and freight if goods are returned

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 merchan-dise 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 merchan-dise and net freight cost

ShiPPiNGNON-COMPLiANCE


Shipping • VF Outlet transportation management system not utilized for routing

$250 per incident and Full Cost of Freight

Shipping • Transportation guidelines and instructions not followed

$250 per incident and $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

$250 per incident and $2 per store

Packing Slip • Packing slip not included when required

• Inaccurate data on packing slip

$250 per order

Master Carton

• Master carton not utilized when specified $250 per incident and $5 per carton


FLOOrrEADyMErChANDiSE


Ticketing • Missing ticket

• Incorrect ticket format used

• Tickets on merchandise for another retailer

• Ticket not affixed to the garment correctly

$250 per incident and $0.50 per unit

Ticketing • Ticket placement is incorrect $250 per style

Hangers • Missing or incorrect hanger $250 per incident and $0.50 per unit

Size Rings & Strips

• Missing size rings on hanger and size strips when required

$100 per incident

Packaging • Unnecessary packaging material $250 per incident and $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.

21Use of Trade Names and Trademarks | VF Outlet Vendor Compliance Manual

use of trade names and trademarKsVendor hereby grants to VF Outlet a non-exclusive and, irrevocable, worldwide, transferable, royalty-free 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.

22Product Warranty | VF Outlet Vendor Compliance Manual

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 promo-tions 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.

23Indemnity and Insurance | VF Outlet Vendor Compliance Manual

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 unreason-ably 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.

84858-vendor compliance guide - EMDECS - Oracle...

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