Vendor Gateway and Data Vault Overview

Transcription

1 VENDOR GATEWAY RULES Canadian Tire Corporation, Limited To print or save a copy of the Vendor Gateway Rules, click here. These Gateway Rules offer a source of information to assist representatives of your organization who play a key role in the supply of Merchandise and managing a business relationship with Canadian Tire. More specifically, the Gateway Rules detail Canadian Tire s requirements relating to: (i) terms and conditions that govern the negotiation, execution, and management of documents, (ii) communications between Canadian Tire and Vendors in connection with sourcing events (including helping Vendors navigate through line reviews), and (iii) general purchase and supply terms including the sharing of information between Canadian Tire and Vendors. Accordingly, we ask that you take the time to carefully review these Gateway Rules, and appoint an internal champion to ensure your key team members receive the appropriate information from the Gateway Rules, including the general sharing of information between Vendors and Canadian Tire. Part A Vendor Gateway and Data Vault Overview Gateway is a web-based system used by Canadian Tire to coordinate a number of sourcing activities including: contract negotiations and execution, in-season vendor maintenance, Merchandise information, cost information, line reviews, as well as the general sharing of information between Vendors and Canadian Tire. Data Vault is a master data management tool used to define and manage data. It enables Canadian Tire to centralize Merchandise related information across the enterprise by providing a single, consistent view of data to deliver operational efficiencies and improve business performance. Your use of Vendor Gateway is subject to these Gateway Rules and the Gateway Terms of Use. Access to Vendor Gateway will only be granted to Persons whose application to become a user of Vendor Gateway has been approved by Canadian Tire. Canadian Tire s approval of a Person s application to become a Prospective Vendor does not mean that such Person will become a Vendor or that such Person will be invited to participate in Line Reviews or RFXs. Prospective Vendors may only register their company details on and will have limited access to Gateway. Part B General Information Canadian Tire will be entitled to rely on any information submitted by Prospective Vendors and Vendors through Gateway. Accordingly, Prospective Vendors are responsible for the accuracy and completeness of the information they provide through Gateway as well as compliance with the requirements set out in these Gateway Rules.

2 2 All capitalized terms that are not otherwise defined in these Gateway Rules have the meanings given to those terms in the Standard Purchase Terms. 1. Definitions "Accept" or "Accepted" means the act of checking a box or confirming agreement and/or acceptance by a Prospective Vendor or Vendor within Gateway to agree and comply with a documents, terms, practices or any other material (as applicable). "Acceptance Form" means the form signed by a Vendor pursuant to which the Vendor agrees to be bound by all CTC Standard Terms. "Automotive Addendum" means the Application Parts Catalogue Requirements Form. "Canadian Tire" or "CTC" means Canadian Tire Corporation, Limited. "CBM" means a Canadian Tire Merchandise buyer, also referred to as a Category Business Manager. "Child Profile" means the collection of Vendor related shipping information shared in Gateway "CTC Standard Terms" has the meaning described in Part C Section 1.1(ii). "C-TPAT" or "Customs Trade Partnership against Terrorism" A voluntary supply chain security program led by U.S. Customs and Border Protection (CBP) focused on improving the global supply chain with respect to terrorism, organized crime and contraband smuggling. "Data Vault" means the website, operated by Canadian Tire (or its third party service providers) in which details relating to products to be supplied to CTC by Vendor shall be inputted and stored, which is currently located at: "Executable Vendor Documents" has the meaning ascribed in Part C Section 1.1(i). "Gateway" means the website, operated by Canadian Tire (or its third party service providers) currently located at: or any successor website. "Gateway Rules" means this document entitled "Vendor Gateway Rules". "Gateway Terms of Use" means the terms and conditions that govern the use of Vendor Gateway, available at "Merchandise" means products purchased by Canadian Tire from the Vendor pursuant to the Vendor Agreement. "Line Review" means a core merchandising process that determines the Merchandise assortment to be offered to customers. Non-Executable Vendor Documents has the meaning described in Part C Section 1.1(ii). "Parent Profile" means the Vendor s primary account from which a Person will respond to requests issued by Canadian Tire. "Person(s)" means an individual, firm, corporation or any other legal entity.

3 3 "PIP" or Partners in Protection" A voluntary supply chain security program led by Canada Border Services Agency (CBSA) focused on improving the global supply chain with respect to terrorism, organized crime and contraband smuggling. "Prospective Vendor" means a Person whose Vendor Application has been approved by Canadian Tire and who has the right to use Gateway, but has not yet satisfied the requirements to become a Vendor. "Retract" means the function in Gateway which allows Canadian Tire to reject a response submitted by a Vendor through RFX and request further editing from such Vendor. "RFI" means Request for Information. "RFP" means Request for Proposal. "RFQ" means Request for Quotation. "RFX" means any RFI, RFQ, RFP or similar tender process issued by CTC to Vendors. "Round" means the function in Gateway which allows Canadian Tire to open a new round of a given RFX allowing Vendors to submit revised responses. "SCM " or "Supplier Compliance Manager " A web based tool designed to measure a facility s level of compliance with C-TPAT/PIP minimum security criteria. SCM and Supplier Compliance Manager are registered trademarks of British Standards Institution. "Shipping Location" means the physical location at which Canadian Tire takes legal possession of inbound goods. "Standard Purchase Terms" means the standard terms that govern all Merchandise purchases made by CTC of Merchandise from Vendors. "Supplier Code" means the Canadian Tire Supplier Code of Business Conduct. "Supplier Manager" means a representative of a Vendor accessing the Vendor Gateway and who is authorized to bind the Vendor. "Vendor" means a Person who has signed and/or Accepted all required documents, including the Executable Vendor Documents and the CTC Standard Terms, thereby agreeing to be bound by the terms of the Vendor Agreement for the supply of Merchandise to Canadian Tire as further detailed in Part C of these Gateway Rules. "Vendor Application" means the online application process which Prospective Vendors must successfully complete in order to be granted access to the Vendor Gateway. "Vendor Agreement" means the agreement between Vendor and Canadian Tire relating to the purchase and supply of Merchandise, as evidenced through a fully executed Acceptance Form, and consisting of the documents Vendor is required to comply with as detailed in Part C Sections 1.1(i) and 1.1(ii) of these Gateway Rules, which include the Executable Vendor Documents and CTC Standard Terms, and any Purchase Orders issued under the Vendor Agreement. "Vendor Gateway" means Gateway and Data Vault collectively.

4 4 "Vendor Gateway Account" means the account that is established on Vendor Gateway that is accessible by way of unique login ID and password and contains general as well as vendorspecific details. "Vendor Profile" means a collection of Vendor related information stored in Gateway. "Vendor Support Funds" means allowances, discounts and rebates, offered on Canadian Tire s purchase of goods from the Vendor. "VSCP" or "Vendor Security Compliance Program" A program designed to ensure CTC s vendors develop security processes and procedures in compliance with C-TPAT and PIP minimum security criteria to enhance the integrity of shipments at the point of origin. "You" or "Your" means Vendor. 2. Users and User Rights There are two types of users within Gateway: (i) users with Supplier Manager Rights, and (ii) users with General Rights. "Supplier Manager Rights" means the right of a Supplier Manager to login to the account of the applicable Vendor or Prospective Vendor and edit information contained therein, edit the Vendor s RFXs, submit responses to RFXs that are binding on Vendors, edit Vendor Profiles, and add additional users on behalf of the Vendor or Prospective Vendor. Supplier Managers MUST be authorized to bind the Vendor or Prospective Vendor. "General Rights" means the right of a Vendor Gateway user to login to the account of the applicable Vendor or Prospective Vendor. However, such user cannot modify any information contained in the account of the applicable Vendor or Prospective Vendor. Users with General Rights may also make edits to the Vendor s response to an RFX but will not have the right to submit a final response to such RFX. Canadian Tire will rely on Supplier Managers to bind the company through the submission of information in Vendor Gateway. Each Prospective Vendor and Vendor must indicate through its Vendor Gateway Account which user(s) have Supplier Manager Rights and which user(s) have General Rights. Part C Contracts 1.1 Becoming a Vendor. In order to be deemed a Vendor to Canadian Tire, all of the following requirements must be met: (i) A Prospective Vendor must sign/submit the following documents (collectively, "Executable Vendor Documents"), which are more fully described in this Part C: Acceptance Form Supply Chain Security Requirements Application Parts Catalogue Requirements Form Canadian Tire Supplier Code of Business Conduct (ii) A Prospective Vendor must agree to comply with the following (collectively, "CTC Standard Terms"), which are more fully described in this Part C:

5 5 Standard Purchase Terms Product Quotation Product Safety Information Forms (if applicable) Vendor Support Funds Form Certificate of Insurance Vendor Guide Gateway Terms of Use Gateway Rules Information and documentation issued and/or submitted through Gateway Note: All components of Executable Vendor Documents and CTC Standard Terms, which collectively make up the Vendor Agreement, will be on Gateway Each Executable Vendor Document will be sent to Prospective Vendors through Gateway via the Contract Management module. Once sent, Prospective Vendors will receive a notification advising that a document has been uploaded to Gateway. Prospective Vendors will be required to login to Gateway, locate and open the applicable Executable Vendor Document, and, unless otherwise directed by Canadian Tire, print, sign, scan, and send back the Executable Vendor Documents to Canadian Tire via Gateway. Note: Executable Vendor Documents must be signed by an authorized signing officer of the Prospective Vendor or Vendor. Once signed by all parties, Canadian Tire will upload each executed Executable Vendor Document onto the Vendor s Vendor Gateway Account and a notification of this update will be sent by Canadian Tire to the Prospective Vendor through Gateway. For further instructions on this process refer to the training materials accessible through Gateway. A Prospective Vendor will be granted Vendor status only after the foregoing requirements have been met, as determined by Canadian Tire. More specifically, once the Acceptance Form is signed by an authorized signing representative of each Prospective Vendor, Canadian Tire will send a notification through the Gateway that an executed Acceptance Form is uploaded onto the Vendor s Vendor Gateway Account and all Non- Executable Vendor Documents are available through Gateway. Upon the delivery of this notification, a binding Vendor Agreement will exist between the Vendor and Canadian Tire. Note: Before being awarded any business, Vendors must agree to be bound by all elements of the Vendor Agreement. All elements of the Vendor Agreement should be regularly reviewed in detail by all Vendors. 1.2 Documentation

6 6 (i) (ii) Standard Purchase Terms. The Standard Purchase Terms are binding on a Vendor and contain the terms and conditions pursuant to which such Vendor manufactures, exports, distributes, and/or supplies its products (and all related materials including, without limitation, product packaging) to Canadian Tire. Application Parts Catalogue Requirements Form. The Application Parts Catalogue Requirements Form or the "Automotive Addendum" must be reviewed and Accepted by an authorized signing officer of the Vendors that supply automotive parts to Canadian Tire. The Vendor is required to subscribe to all third party electronic catalogue distributors designated by Canadian Tire. Parts application data will be submitted to such distributors for every part that is an application specific automotive part. The Application Parts Catalogue Requirements Form will also be included, as an attachment, in the questions tab of an RFX, where applicable. Vendors will be required to accept the form and complete the attached questionnaire that is included in the attachment in their response. For further instructions on this process refer to the training materials accessible through Gateway Vendor Support Funds Form. Vendor Support Funds Form will list all discounts, allowances, and rebates applicable to Merchandise supplied by Vendor to Canadian Tire. The applicable terms will be entered into the RFX by you and captured in the Vendor Support Funds Form by Canadian Tire which will be loaded onto Gateway. The Vendor Support Funds Form is binding on the Vendor in connection with all Merchandise purchases made pursuant to the Vendor Agreement. A Vendor will be bound by all Vendor Support Funds terms for as long as Vendor continues to supply Merchandise to Canadian Tire. Vendor Support Funds can only be amended with Canadian Tire s approval. Note: See Exhibit 1 of these Gateway Rules for additional details on this Vendor Support Funds Form Canadian Tire Supplier Code of Business Conduct. The Supplier Code articulates Canadian Tire's principles of ethical business conduct in connection with the purchase and supply of Merchandise. The Vendor must comply with the principles and processes related to the Supplier Code Supply Chain Security Requirements. The information gathered from this document supports the onboarding of CTC vendors to the VSCP and the SCM. The Supply Chain Security Requirements document and subsequent SCM online assessment provide CTC with information about Vendor s supply chain processes, procedures and security profile. This document together with SCM results provides Canadian Tire with the information required to manage supply chain security utilizing a risk based approach in keeping with C-TPAT and PIP minimum security criteria. It is required that you upload a signed copy of the Supply Chain Security Requirements Document and complete an annual SCM online self-assessment for the highest volume factory at each ship from location.

7 Product Quotation. The Product Quotation is included under the "Line Items" tab of the RFX within Gateway and contains the product details and product cost related information under which Canadian Tire shall purchase Merchandise from the Vendor. Additional details applicable to all Merchandise within a Product Quotation are included in the "Questions" tab of Gateway (e.g. effective date) and the Shipping Location in respect of which a Vendor is quoting is selected in the "Header" tab of Gateway. A separate Product Quotation is required for each Shipping Location Vendor wishes to quote from. Canadian Tire requires a Product Quotation in order to evaluate any response submitted by you through a Line Review or RFX. A Product Quotation must be submitted not only when a Vendor submits a response for every new line of products but also when a change is implemented to an existing Canadian Tire product number. To complete a Product Quotation, Vendors must be invited by Canadian Tire to participate in an RFX. Once invited, the Vendor will receive a notification advising that they have been invited to participate in a RFX. The Vendor can then log into Gateway, access the appropriate RFX and complete all required fields within the "Header", "Questions" and "Line Items" tabs. Once a Vendor s response to an RFX is approved by Canadian Tire, a Product Quotation, which is imbedded within the awarded RFX as captured in the "Award" tab within Gateway, is binding and enforceable on the Vendor in connection with all applicable Merchandise purchases made pursuant to the Vendor Agreement Product Safety Information Forms. There are two Product Safety Information Forms: (i) Transportation of Dangerous Goods and (ii) Product Stewardship. Product Safety Information Forms are required for Merchandise listed through the Product Quotation. Vendors will be prompted to complete the forms in the "Product Details" RFX. Canadian Tire also requires a Material Safety Data Sheet ("MSDS") in both English and French for all Merchandise that is potentially hazardous in nature Vendor Guide. The Vendor Guide provides the operational details required for the order and supply of and payment for Merchandise through Canadian Tire s supply chain system. The Vendor Guide is binding on Vendors in connection with all Merchandise purchases made by Canadian Tire pursuant to the Vendor Agreement and is available in Gateway Certificate of Insurance. A copy of the Vendor s Certificate of Insurance, as indicated in the Standard Purchase Terms, must be submitted by the Vendor to Canadian Tire. Canadian Tire requires its Vendors to obtain and maintain commercial general liability insurance coverage at the Vendor s sole expense, from a company or companies satisfactory to Canadian Tire. This coverage should include, but is not limited to, product liability and completed operations coverage with a 24-month indemnity period, and should contain contractual liability coverage. The policy must contain a cross liability and severability of interests clause and must not contain any exclusions for work done by sub-contractors or sub-trades. The limits of liability must be for a minimum of $5,000,000 for bodily injury, death and property damage both per incident and in the aggregate. The policy of insurance shall name Canadian Tire, its affiliates, and all

8 8 Canadian Tire Associate Dealers and franchisees as additional insured parties and the Vendor must provide 30 days written notice to Canadian Tire in the event of any material change in or cancellation of the policy. It is the Vendor s responsibility to provide Canadian Tire with proof of insurance by way of a copy of the policy or a Certificate of Insurance evidencing insurance coverage prior to the purchase of Merchandise by Canadian Tire and to ensure that Canadian Tire has a current Certificate of Insurance on file at all times. A new Certificate of Insurance must be forwarded to Canadian Tire on an annual basis, prior to a policy s expiration date. Part D RFXs and Line Reviews Canadian Tire will issue RFXs through Gateway to request data from Vendors in support of a number of activities including a Line Review. RFXs can include but are not limited to: RFIs and RFQs. Information submitted through responses to these RFXs will become binding on Vendors if a Vendor s response is selected by CTC and such Vendor is therefore awarded the applicable business. It is therefore the Vendor s responsibility to ensure that the information being submitted through an RFX is in fact complete and accurate. All RFXs issued by Canadian Tire will be subject to and governed by: (i) the RFX Standard Terms and Conditions and (ii) the Terms of Confidentiality. Further details and instructions on the RFX process will be provided to Vendors once they are invited by Canadian Tire to participate in an RFX. Note: Without the creation of a Vendor Profile and the corresponding Child Profile, Vendors will not be able to submit a completed response to an RFX. Part E Merchandise Purchase Information and Related Document Requirement The information provided under this Part E offers details on Canadian Tire s requirements relating to pricing, discounts, returns, and warranties. Specific operational details are found in the Vendor Guide. 1. Pricing 1.1. Quote Cost. Domestic Vendors must quote FOB. Canadian Tire will arrange for and pay for transportation from the Vendor s designated facility to the Canadian Tire s designated facility. Offshore Vendors must quote FOB a Canadian Tire authorized port. The Vendor is responsible for all in-land freight charges as well as the Terminal Handling Charges ( THC ), document fees for Century Distribution Systems, Inc. ( Century ) and, if they ship less than a full container load, Container Freight Station ( CFS ) charges Excess Charges. Subject to the terms of the Product Quotation or the Vendor Guide, the Vendor shall not impose any additional charges for packing, cartage or delivery to the place specified on the Purchase Order or any other charges in excess of the total cost stated in the applicable Purchase Order, unless agreed to by Canadian Tire.

9 9 Note: For additional price-related terms and conditions please refer to the Vendor Guide. 2. Vendor Discounts, Allowances and Rebates Canadian Tire has a number of programs that are intended to increase sales and build "Customers for Life" through improved customer awareness, in-store presentation, customer service and the mix of Merchandise offered in its retail stores. Canadian Tire will initiate and execute these programs at its discretion. Vendor discounts, allowances and rebates, which are reflected in the Vendor Support Funds Form, can be applied to one or more of the following programs: 2.1 Advertising. Refers to financial contribution provided by the Vendor to support Canadian Tire s co-op advertising programs. This program helps to offset the cost of Canadian Tire s flyer program, radio and television advertising, catalogues and magazines, and other advertising initiatives specific to Canadian Tire. 2.2 Marketing. Refers to financial contribution provided by the Vendor to support various Canadian Tire s marketing and business development programs. These programs and initiatives may include, but are not limited to, building customer awareness, brand development, in-store presentations, customer service, fixture allowances, point-ofpurchase materials, and operational allowances. Canadian Tire will initiate and execute these programs at its discretion, and in accordance with the terms of any applicable agreement with Canadian Tire Associate Dealers that may be in effect from time to time. 2.3 Inventory Transition. Refers to financial contribution provided by the Vendor to support the Canadian Tire s inventory transition programs. Canadian Tire will initiate and execute all inventory transition programs at its discretion, and in accordance with the terms of any applicable agreement with Canadian Tire Retailers that may be in effect from time to time. 2.4 Initial Fill/New Store Assistance. Refers to financial contribution provided by the Vendor to support Canadian Tire s initial fill / new store assistance programs. These programs are designed to provide financial assistance to Canadian Tire Retail Stores that are newly built, replaced, expanded or have undertaken significant renovations. Canadian Tire will initiate and execute the new store assistance program at its discretion, and in accordance with the terms of any applicable agreement with Canadian Tire Retailers that may be in effect from time to time. 2.5 Marketing Growth Fund ( MGF ). Refers to financial contribution provided by the Vendor to support Canadian Tire s marketing initiatives as well as the development of macro level consumer facing information technology infrastructure to strengthen Canadian Tire s brand and the Merchandise to customers. The MGF, which is calculated as 1% of gross Merchandise purchases, will be collected from Vendors on an annual basis. 2.6 Volume Rebate. Refers to financial contribution provided by the Vendor to support Canadian Tire s volume rebate programs. Where applicable, a Vendor who deals with

10 10 two or more CBMs can consolidate purchases for volume rebate calculations onto a single Vendor Support Funds Form. The Vendor should discuss details with applicable CBMs. 2.7 Vendor Allowance for Defective Returns & Warranty Programs. Refer to programs under which financial compensation is provided by Vendor to Canadian Tire for the defective or returned Merchandise. Vendors are required to participate in at least one of the following programs for the disposition of defective Merchandise returned by customers to Canadian Tire retail stores: Defective Recovery Program After Sales Service Program Return to Vendor program National Labour Warranty (automotive hard parts only) The Vendor should discuss the most appropriate program options with the CBM(s). Vendors are accountable for defects during the warranty period for all applicable Merchandise. The type of warranty may vary (including but without limitation free replacement, free parts replacement or free repair). 2.8 Defective Recovery Rate Program. This program provides the option of destroying defective Merchandise returned by customers at Canadian Tire Associate Stores or having it returned to Vendor or repaired through a Canadian Tire authorized repair channel. The decision shall be at CTC s discretion in the vent the Merchandise is exclusive to CTC or part of the CTC Retail Brand Merchandise assortment. Destruction of defective Merchandise at the Canadian Tire Associate Store level allows Vendor to avoid handling charges associated with the physical return of defective Merchandise. Vendor will refund the original purchase price for defective Merchandise and compensate Canadian Tire based on the recoverable cost of defective Merchandise for which Vendor is the current prime Vendor. Recoverable cost is defined as all costs incurred by CTC to procure and deliver Merchandise to stores (e.g. recoverable cost includes quote cost and all other costs incurred for handling defective Merchandise, including freight and duty where applicable). For greater certainty, in the event Vendor assumes the supply arrangements in connection with existing Merchandise, Vendor will assume all responsibility for any outstanding defective Merchandise supplied by previous Vendors of that Merchandise. Note: Merchandise identified with a disposition method of dispose at store (disposition code 1) must have a defective recovery rate greater than zero. Note: The Defective Recovery rate identified on the Vendor Support Funds will be based on the expected defect rate of all Merchandise supplied by the Vendor to applicable CBMs. Canadian Tire reserves the right to update the Defective Recovery rate from time to time to minimize shortfall adjustments. In the event an update is required to the Defective Recovery rate, Canadian Tire will provide written notice to Vendor and within 30 days of the date of such notice changes must be made to Vendor Support Funds and approved by both parties.

11 After Sales Service Program ( ASSP ) Repair Platform. This program provides Vendor with an alternative to the Defective Recovery Rate program and Return to Vendor program for handling of defective Merchandise returned by customers. Under the ASSP Repair Platform, customer returns of defective Merchandise are handled by Canadian Tire Associate Stores through a Canadian Tire authorized repair channel. Vendor will provide financial commitments and parts to support the ASSP Repair Platform. This includes compensation to Canadian Tire for covering end-to-end service, and to facilitate the repair and/or product support processes for defective Merchandise, including Call Centre Support and Replacement Parts Support ASSP Call Centre or Replacement Parts Platform. ASSP can provide the following optional services for Vendors: (i) Call centre support or (ii) Call centre & replacement parts support. A pre-determined ASSP rate will be agreed upon by the Vendor and Canadian Tire, and collected by Canadian Tire as detailed in the Vendor Guide. At the end of each quarter, the actual cost of servicing parts and call centre support for the Merchandise will be determined. Note: Vendor participation in the Call Centre/Replacement Parts Platform is not considered a disposition channel. Vendor will still be required to participate in either the Defective Recovery Rate program, ASSP Repair Platform or the RTV program Return to Vendor ( RTV ) Program. This program provides Vendor with the option of physically receiving all defective Merchandise returned by customers at Canadian Tire Associate Stores. This option is to be discussed in detail by Vendor with the CBM. Vendors who do not participate in either the Defective Recovery program or the ASSP Repair Platform are required to participate in the RTV program. In the event that the Vendor is no longer assuming the primary supply arrangements in connection with existing Merchandise, the Vendor will continue to be responsible for any of their outstanding defective Merchandise that may be claimed in future. Note: Under the RTV program, Vendor must refund the original purchase price to Canadian Tire and compensate Canadian Tire for all transportation and handling charges associated with the physical return of defective Merchandise National Labour Warranty. Refers to financial contribution provided by Vendor to support the Canadian Tire National Labour Warranty program. This program applies to automotive hard parts Vendors only. The Vendor should discuss details with CBMs.

12 12 Vendor Support Funds Form EXHIBIT 1 1) Percentage Rate: In general, all discounts, allowances and rebates should be negotiated as a percentage rate of purchase receipts on the Vendor Support Funds Form, to a maximum of 2 decimal places. 2) Flat Dollar Amount: In some cases, the Vendor and Canadian Tire may also negotiate a supplemental flat dollar discount amount to be paid by Vendor for selected programs. 3) One-Time Discounts: The Vendor Support Funds Form cannot be used for negotiating onetime discounts. For any unique, one-time flat dollar allowance, rebate or discount amount that is not intended to be reoccurring in nature, the Vendor and CBM must create a separate Over & Above agreement. Any such agreement will be negotiated and signed by the parties. 4) Volume Rebate: The Vendor can only select from the following two standard calculation methods for Volume Rebate: (i) Back to $0: The discount rate is applied retroactively to all purchases when a new purchase plateau is achieved; (ii) Step Plateau: The discount rate at each plateau range is applied only to the purchases achieved within each plateau range. 5) Billing Base: All Vendor allowances, discounts and rebates pursuant to the Vendor Support Funds Form will be calculated on gross purchase receipts (i.e. the quote costs of receipts before discounts or defective Merchandise returns), unless otherwise specified. In the case of recalled Merchandise or return(s) of excess inventory to the Vendor, discounts based on gross receipts will be credited back to the Vendor. All Vendor discounts related to the returns & warranty programs described in this Gateway Rules will be calculated on gross purchase receipts only. Discounts will not be credited back for customer returns of defective Merchandise. 6) Billing Frequency: All allowances, discounts and rebates on the Vendor Support Funds Form will be calculated and collected weekly. Perpetual flat dollar discount amounts negotiated will also be collected on a 52-week straight-line basis. 7) Collection Method: All collections will be made by way of a debit note to the Vendor s account. Canadian Tire will deduct the amount of the debit notes from any amounts otherwise due to the Vendor by Canadian Tire. If the Vendor s account is in a debit balance, subsequent billings may require that Canadian Tire invoice the Vendor until such time as the debit balance has been cleared. Canadian Tire reserves the right to debit the Vendor s account immediately. (Note: Canadian Tire is unable to accommodate offinvoice deductions.) 8) Merchandise Inclusions/Exclusions: In general, discounts provided by the Vendor for a given program should be applicable to all Merchandises purchased from the Vendor. In certain circumstances, the Vendor and CBM may agree that specific discounts are applicable to selected Merchandises only. In these cases where a discount does not apply to all Merchandises, the Vendor must list the Merchandises which are exempt from the terms on the Vendor Support Funds contract and complete a Vendor Support Funds exception contract. The Vendor will be required to list all included and excluded

13 13 Merchandises using the 7-digit Canadian Tire Merchandise number format ( ). Merchandise inclusions/exclusions should be discussed with the CBM. Note: Without the creation of a Vendor Profile and identification of a shipping Location, Vendors will not be able to submit a completed response to an RFX.