June Dear Bluestem Brands Vendor Partner,

Transcription

1 Vendor Guide

2 Dear Bluestem Brands Vendor Partner, Over the past few years, Bluestem Brands, Inc. has grown rapidly from a single brand, catalog driven marketer, to a multi brand, multi channel retailer with a strategic focus on customer satisfaction. It is the mission of Bluestem Brands, Inc. to improve our customers lives by providing the merchandise they need with the flexibility of paying over time. Our commitment to delivering compelling assortments and a high variety of quality products for our customers will continue to fuel our rapid growth; therefore it is critical to ensure that our Vendor Partners are well prepared to support this ongoing growth and share in the success of our partnership. This partnership in servicing our customers will make millions of positive impressions each year! We are excited to provide you the 2013 Vendor Guide and are certain it will prove useful whether you are a new vendor beginning your relationship with Bluestem or a vendor with years of experience with Bluestem. The Vendor Guide has been updated to detail current requirements that will ensure a positive experience for our customers, streamline the relationship with our vendors, improve supply chain performance and ultimately grow the business for both our companies. This Vendor Guide supersedes all previous versions or parts hereof. The acceptance or shipment of any order after constitutes your acceptance of the terms and conditions of this Vendor Guide. If you have any comments in regards to the Vendor Guide and/or questions about how to conduct business with Bluestem Brands, send an to vendor.compliance@bluestembrands.com. Please ensure the Vendor Guide is distributed to all parties within your organization who have a role in your ability to comply with the guidelines. We appreciate your time and effort in reading, understanding and communicating this information within your organization. Sincerely, Ben Barras Vice President, Supply Chain Management and Merchandising Operations

3 Table of Contents Table of Contents Vendor Set Up... 9 New Vendor Set Up Form... 9 Certificate of Insurance W-9 or W Manufacturer s Certificate Maintenance Information New Product Information Submitting Product Information Images and Supplemental Information Image Specification Requirements Vendor Video Requirements Manufacturer s Warranty Material Safety Data Sheet Vendor Scorecard Vendor Scorecard Glossary Vendor Performance Vendor Score Methods to Improve Scoring Purchase Order Terms and Conditions Supplier Conduct Guide Antitrust Supplier Standards and Compliance with Laws Conflicts of Interest Confidentiality Environmental Laws Imports/Exports/Customs Intellectual Property Product Safety Reporting Violations of Law or Vendor Conduct Guidelines Bluestem Brands, Inc. Supplier Code of Conduct Quality Assurance Basic Product and Factory Expectations Inspection Social Accountability Audit Quality Assurance Vendor Factory Audit Process rd Party Product Inspections Bluestem Brands Private Brand Requirements Sample Submission, Existing Product Testing and Product Specifications Product Protocol Testing Product Packaging Testing P age

4 Table of Contents Inserts/Labels/Instructions/Warranty Approval rd Party Factory Audits and Product Inspections CPSIA Certification Process Product Regulations and Hazardous Materials: Product Specific Requirements All Product Categories Testing Requirements Apparel & Domestic (Home Textile) and Footwear Labeling and Workmanship Requirements Domestics (home textile) Products Apparel Products Footwear Products Hard Goods Products Housewares Home Furnishings Toy s and Children s Products Cosmetics and Fragrances Legal Requirements Testing Requirements Special Packaging Jewelry Legal Requirements Test Requirements Minimum Quality Standards Jewelry Quality Inspection Criteria Jewelry & Watch Sample Requirements Jewelry Packaging Requirements Jewelry Final Inspection Checklist Shipping Jewelry Packing Slips General Packaging Requirements Packaging Requirements (Non-Jewelry) Poly Bag Requirements Corrugated Requirements (non jewelry) Carton/Case Closure Requirements Special Packaging Requirements by Product Type Apparel Shoes Furniture Jewelry Packaging Testing Requirements Bluestem Brands 1A test protocol Bluestem Brands 1A material requirements Bluestem Brands 3A test protocol Bluestem Brands 3A material requirements P age

5 Table of Contents Package Markings Unit Carton or Poly-bag Jewelry Unit Carton or Poly-Bag Unit Unit Label Placement Master Carton Markings Domestic Master Carton Markings International Printed Carton Marking Jewelry Master Carton Dropship Cartons Transportation Requirements International Routing Booking Container Load (Factory Load) Less Than Container Load delivery (LCL) Telex/Express Release Bill of Lading (BOL) Importer Security Filing (ISF) General Conformity Certificate (GCC) Lacey Act Clean Air Act (EPA) Domestic Routing Ship to Information Collect Shipments (Non-Jewelry) Pickup Request Form (Collect Shipments) Small Parcel Shipments Prepaid Shipments (Non-Jewelry) Scheduling a Receiving Appointment Jewelry Shipments Shipment Preparation and Loading Requirements Pallet Preparation/Requirements Trailer Loading Packing List for Warehouse Shipments Sample Packing Slip Truck Bill of Lading for Distribution Center Order Prepaid Shipments Collect Shipments Small Package Bill of Lading/Label for Distribution Center Orders Pallet/Carton Shortage/Concealed Shortage/Freight Claim Dropship Processing Vendor Setup EDI Requirements Dropship Required Documents Branded Packing Slip Shipping Label Requirements Vendor (Factory) Closings/Down-time Order Processing Partial Shipments P age

6 Table of Contents Substitutions Air Shipments/Expedited Shipments Open Order Reporting Shipping Delays Product Quality Shipping Collect Prepaid Shipment Tracking Information Damages Non Deliverables/Refused Shipments Collect Prepaid Cancellation Customer Returns Frequently Asked Questions Electronic Data Interchange (EDI) EDI Documents Exchanged Warehouse Dropship Global Trade Identification Number (GTIN) EDI Transaction Sets Purchase Order Acknowledgement Requirements Purchase Order Change Acknowledgement Requirements Inventory Advice Requirements Advance Ship Notice Requirements Invoice Requirements Error Reporting Failure at third party Failure at Bluestem Brands Electronic Data Interchange Terms & Conditions Dropship Data Flow Warehouse Data Flow Warehouse ship to locations Frequently Asked Questions Document Data Examples Purchase Order (Dropship) Purchase Order (Warehouse) Purchase Order Acknowledgments Purchase Order Change (Dropship) Purchase Order Change Acknowledgement Advance Ship Notice (Dropship) Advance Ship Notice (Warehouse) Inventory Advice P age

7 Table of Contents Return to Vendor RTV Request RTV Container Summary Summary Example Summary Definitions Debit and Dispose Policy Accounts Payable Commercial Invoice Process Domestic (Warehouse Shipments) Vendor Direct (Dropship) International (Warehouse Shipments) Expense Offsets Expense Offset Dispute Resolution Remittance Appendix A - Booking Request Form Appendix B - ISF Form Appendix C - Pick Up Request Form Appendix D - Bill of Lading Appendix E - Dropship Branded Packing Slip(Fingerhut) Appendix F Dropship Branded Return Form Appendix G - Shipping Label Bluestem Brands Contact Information P age

8 Vendor Set Up New Vendor Set Up 8 P age

9 Vendor Set Up Vendor Set Up The New Vendor Set Up Form is used to gather information on a new business partner. The New Vendor Set Form must be completed in full and all accompanying documents must be submitted prior to access being provided to the vendor portal to setup products or issuance of any Purchase Order(s). Once the form is completed, in its entirety, it can be scanned and either ed or faxed to the Bluestem Brands Buyer along with a copy of all of the following documents: 1. Certificate of Insurance naming Bluestem Brands, Inc. as an additional insured. Refer to Purchase Order Terms and Conditions Point 17 for specific insurance requirements. 2. Completed W-9 (domestic) or W-8 (international) 3. Signed Manufacturer s Certificate/Supplier Code of Conduct New Vendor Checklists are available via the vendor portal to assist you with this process. The most up to date versions of all the required forms and checklists can be found through the Bluestem Brands Vendor Portal at under the potential supplier tab. New Vendor Set Up Form Section 1 This section must include all of the information for correctly remitting funds to the vendor. Complete the following: 1. Vendor Name Name of the company the Purchase Order should be issued to 2. Check Payable Name Complete name of the company the remittance should be issued to 3. Tax ID # Tax Identification number 4. Foreign Tax ID# - Foreign Tax Identification number (if available) 5. Contact Name Primary contact person for the vendor 6. Title Title of the primary contact person 7. Address/City/State/Zip Code Address information for the primary contact 8. Phone #/Fax/ Information for contacting the primary representative 9. Remit To (Factor) If the remit to is a Factor list the full name as it should appear on any remittance 10. Address/City/State/Zip Code Information for the Factor, if applicable 11. Payment Terms Company payment terms are 2% 15 Net 60 for domestic purchases. 12. Defective Merchandise Return Policy Detail on defective merchandise and the vendor return policy should be listed. 13. Freight Terms Select either a. Collect = Bluestem Brands will pay for the cost of transportation b. Prepaid = Vendor pays for the cost of transportation c. Other - Specify any special arrangements that have been negotiated on payment of freight charges Signature line - the signatory should print their name and date the document indicating: By transmitting this New Vendor Set-Up Form to Bluestem Brands, Inc. Vendor (1) 9 P age

10 Vendor Set Up represents that all information provided is accurate and complete (and will be updated by Vendor as needed); (2) acknowledges receipt of the Vendor Guide and agrees to comply with all requirements set forth therein; and (3) agrees to indemnify and hold Bluestem Brands and its affiliates harmless from and against any and all claims, actions, liability, judgments, damages costs and expenses, including reasonable attorneys fees, that may arise from (a) any actions of Vendor, its agents or representatives in connection with the provision of products/services to Bluestem Brands and/or Vendor s relationship with Bluestem Brands, and (b) any products sold by Vendor to Bluestem Brands. Section 2 For Bluestem Brands use only Section 3 Complete contact name, title, address, city, state, zip code, phone number, fax number and e- mail address for each of the following. If the contact information is the same for more than one category, ensure that complete contact information is added to each category. Section 4 1. Representative Contact REPRESENTATIVE = Sales representative for the vendor 2. Sales Support Contact SALES SUPPORT = The vendor administrator for the Partner Portal Site 3. Customer Service CUST SERV = Person responsible for responding to question on product information 4. Insurance Company - INSURANCE = Company issuing the Certificate of Insurance and the contact information for questions on claims of product liability 5. Missing Parts MISSING PARTS = Requests for replacement of missing parts. Parts are supplied to customers that received products with broken or missing parts under all brands of Bluestem Brands. 6. EDI EDI = Person responsible for setting up and maintenance of Electronic Data Interchange documents/data 7. Return Authorization RTV = Contact who is responsible for issuing Return Authorization number(s) 8. Warranty WARRANTY = Contact person for questions regarding manufacturer s warranty information 9. Vendor Compliance - VNDR COMP = Contact responsibility for receiving and distribution of Vendor Guide information and for infraction resolution Warehouse Shipments - This section is to be completed for those vendors shipping products to the Bluestem Brands Distribution Center. Complete contact name, title, address, city, state, zip code, phone number, fax number and address for each of the following. If the contact information is the same for more than one category, ensure that complete contact information is added to each category. 1. Purchase Order PO = Contact information as it should appear on the purchase order 10 P age

11 Vendor Set Up 2. FOB FOB = a. Domestic purchase - The location of the vendor warehouse where Bluestem Brands takes ownership of the product. b. International purchase - the warehouse location(s) from which the merchandise will be shipped in the country of export 3. Ship From SHIP FROM = a. Domestic purchase -The warehouse location(s) from which the merchandise will be shipped b. International purchase the location where the merchandise will be loaded into the ocean container bound for the U.S. Section 5 Dropship - This section is to be completed for those vendors shipping products directly from the vendors warehouse location to a Bluestem Brands customer. 1. Dropship DS PO = Contact information as it should appear on the purchase order 2. Dropship Expediting DS EXPEDITING = Person responsible for providing shipment tracking information 3. Dropship FOB DS FOB = The location where Bluestem Brands takes ownership of the Dropship purchase order. 4. Dropship Ship From Location DS SHIP FROM = Warehouse location(s) from which the merchandise will be shipped Certificate of Insurance The vendor must provide Bluestem Brands with certificates evidencing that the $3 Million of insurance, required by the PO Terms and Conditions, and naming Bluestem Brands as an additional insured, has been obtained and is in full force and effect. Bluestem Brands requires annual renewal of the insurance policy. Send the policy renewal to vendor.compliance@bluestembrands.com prior to the policy expiration date. W-9 or W-8 A W-9 or W-8 must be completed and on file with Bluestem Brands prior to issuance of any Purchase Order. W-9 Request for Taxpayer Identification Number and Certification for a Domestic Vendor W-8 Certificate of Foreign Status for an International Vendor Refer to for the appropriate form. Manufacturer s Certificate The Manufacturer s Certificate represents, warrants and guarantees that all factories (including subcontractors) used by the vendor comply with all of the requirements of the Bluestem Brands Supplier Code of Conduct and has/shall establish and maintain appropriate procedures to evaluate and select factories and subcontractors based on their ability to meet the requirements of those standards. The Manufacturer s Certificate must be submitted with the New Vendor Set Up form. 11 P age

12 Vendor Set Up For import vendors a list with name and address of all factories (including subcontractors) that are and/or will be used by the Manufacturer in the manufacture of goods for Bluestem Brands must be listed. A list with names and addresses all container stuffing locations must also be provided. The vendor agrees to update Bluestem Brands with additions to the factory and stuffing location lists prior to manufacture of any product for Bluestem Brands. Maintenance Information In the event any of the information on the New Vendor Set Up form changes, it is the Vendor s responsibility to communicate any and all changes to the Bluestem Brands buying area. 12 P age

13 New Product Information New Product Information 13 P age

14 New Product Information New Product Information The purpose of this section is to provide guidelines for submitting new product information, product details and samples to Bluestem Brands. Submitting Product Information All vendors are required to submit product information to the Bluestem Brands Buying Office via the Partner Portal ( for all new products. All information must be filled out accurately as these details are distributed to all areas of Bluestem Brands. Access to the site is given after a Vendor ID has been issued. Your login credentials are sent via . To set up a product using the Partner Portal, log in to the site and navigate to the Product Manager. Training guides and reference materials for using Product Manager can be found in the Product Guidelines section of the portal. It is mandatory that all vendors watch the training videos and use the training guides prior to submitting product information to Bluestem Brands. It is the Vendor responsibility to read all updated materials regarding the changes and enhancements to the vendor portal. Notifications are posted to the announcements section of the vendor portal. Each product submission requires certain information to be filled out before you can submit the product to the Buying Office. It is important that all necessary information be included so the buying team can complete item setup. The required attributes are the bare minimum needed to begin the set up process. Additional information is needed in order to provide our customers with enough product information to make their buying decisions. Failure to provide sufficient information may result in the item being sent back for rework, delaying potential purchase orders. There are 7 groupings of attributes to complete: 1. Initiate Item Setup this page builds the item setup form 2. Common Attributes attributes common to all categories 3. Marketing & Specs selling feature details 4. Product Variation color and size variations for SKU d items 5. Quality Assurance - information on Quality Assurance documentation, testing and warranties 6. Supply Chain shipping and warehouse information 7. Personalization & Stone Specs this is where you enter details needed to setup personalization for the customer. Stone information can also be entered here for the jewelry categories Some attributes are category specific and will vary based on the category selected in the Initiate Item Setup screen. If you are unsure which category to select, contact the buying team for assistance. Submitting information with the wrong category may result in the item being sent back for rework. The current system does not allow for category changes, meaning you have to start a new item setup. The attributes marked with a red asterisks are required in order to submit an item. The red flag next to the grouping in the left navigation indicates there are required attributes that have not been filled out. The flag will disappear when all required attributes in that grouping are complete. 14 P age

15 New Product Information = Indicates a required attribute Indicates there are required attributes in a grouping on the left that have not been = filled out The fields throughout the form are either a text box or contain options in a dropdown menu. Some fields have logic built in to only accept certain types of data. If you have any questions about these or if a dropdown option needed doesn t exist, contact partnerportal@bluestembrands.com. Images and Supplemental Information Hi resolution images and other attachments such as Manufacturer s Warranty, Owner s Manuals, Size Charts, Product Videos, Material Safety Data Sheet (MSDS) and/or Package Testing Reports, etc. can be uploaded to our electronic file transfer (EFT) site. This can be accessed by logging into the Partner Portal and selecting Upload Web/Print Images from the dropdown menu under Product Information. Instructions for using this site and product specific requirements can be found in the Product Guidelines section of the portal. Image Specification Requirements 1. Image must be clear, detailed and must accurately represent the product. a. Please do not send illustrations, renders or any other type of image that is not an actual photograph b. Please avoid images embedded with text or logos 2. Vendors must send the images directly to Merchandising via the EFT site a. Questions regarding this process should be directed to your Merchandise Specialist 15 P age

16 New Product Information Vendor Video Requirements 1. Videos should be web-ready when submitted a. We do have limited editing capabilities 2. We do not accept videos with another company s retail information a. Such information includes; pricing, external web presence and phone numbers 3. Any conditions of use should be clearly communicated to your Bluestem Brands Merchandising contact prior to sending the video a. Time frame video can be live on our site; seasonality or model limitations b. Legal issues like trademarks, warranty information or vendor contact information 4. Vendors must send the videos directly to Merchandising via the EFT site a. Questions regarding this process should be directed to your Bluestem Brands Merchandising contact. Manufacturer s Warranty In the event the new product has a manufacturer s warranty. A copy of the warranty should be submitted at the time the product information is submitted. Material Safety Data Sheet If a product contains liquids, gels or chemicals that may be considered hazardous when shipped; an MSDS (Material Safety Data Sheet) must be submitted at the time of product set up. 16 P age

17 Vendor Scorecard Vendor Scorecard 17 P age

18 Vendor Scorecard Vendor Scorecard To further monitor and strengthen joint efficiencies, Bluestem Brands utilizes a vendor scorecard program. The vendor scorecard enables Bluestem Brands to communicate measureable performance metrics giving our vendors a detailed account of opportunities to strengthen our joint performance and partnership, improving customer satisfaction. Vendor benefits of the scorecard program include: 1. Clearly stated performance expectations 2. Improved communications 3. Ability to maintain and grow the business relationship 4. Objective data to measure performance 5. Improved Performance The vendor scorecard is composed of two major reporting components. The first component provides an overview of year over year measure for the following metrics: 1. Sales 2. Cost Purchases 3. Inventory Turn 4. Customer Cancels 5. Product Markup 6. Advertising Cost The second component of vendor scorecard highlights areas of success and opportunity by assigning each metric a score based on Bluestem Brands corporate performance. The final vendor score is based on the cumulative performance of all metrics on a weighted scale, with the heaviest weight being placed on key business metrics. The following metrics are included: 1. Customer Final Fill Rate 2. Customer Return Rate 3. Backorder 4. Customer Cancels 5. EDI 6. ASN Errors 7. Payment Terms 8. Ship Complete 9. Partial Ship 10. Lead Time 11. Early & Late Ship 12. Master Carton Markings The following two supplemental documents are available to aid in the use of the vendor scorecard; a glossary outlining metric definitions and a document summarizing methods that can be used to improve scores. The vendor scorecard is populated with and measured on performance over a rolling year. This takes into account product seasonality giving the most accurate picture of overall performance. The vendor scorecard will be populated and distributed quarterly as requested by the vendor. If you have any questions regarding the vendor scorecard please contact the Bluestem Brands Buyer you are currently conducting business with or Vendor Compliance at vendor.compliance@bluestembrands.com 18 P age

19 Vendor Scorecard Vendor Scorecard Glossary Vendor Performance Retail Sales Measured in Dollars Sales Measured in Units Cost Purchases Inventory Turn Retail Customer Cancels Product Markup Advertising Cost Gross demand for goods including cancelled orders measured in retail dollars Gross demand for goods including cancelled orders measured in units Total cost of goods received in addition to dropship purchase orders The number of times inventory is sold in the course of a year Retail dollar value of orders that were lost because goods were not immediately available (3 Month lag due to backorders still in progress) Gross mark-up of goods sold. This does not include markdowns, returns etc. Cost associated with featuring product in web and paper media Vendor Score Customer Final Fill Rate Initial Fill Rate Customer Return Rate Backorder % Shipped by Original Promise Date Customer Cancels Pre-Order Post-Order EDI Percent of orders shipped versus orders received (3 Month lag due to backorders still in process) Percent of orders shipped immediately versus orders received (Excludes Dropship and includes a 3 month lag due to backorders still in process) Percent of goods returned. Includes damages, not as expected, wrong size etc. (3 Month lag until all returns are fully captured) Percent of goods that were backordered within the year and shipped to our customers. Order taken without goods on hand. Product was eventually shipped (Excludes Dropship) Percent of backorders shipped without an RSRD assignment (Excludes Dropship) Percent of orders that were lost because goods were not immediately available (3 Month lag due to backorders still in progress) Percent of orders that were lost because goods were not immediately available. Customers elected not to wait or take substitution or cross sell offerings (3 Month lag due to backorder still in progress) Percent of orders that were eventually cancelled. Customer placed an order based on promise date. Goods did not arrive on time and customers chose to cancel versus waiting. (3 Month lag due to backorders still in progress) Vendor transmitting shipment data electronically through EDI 19 P age

20 Vendor Scorecard ASN Errors Payment Terms Ship Complete Partial Ship Lead Time Early & Late Ship Master Carton Markings Percent of purchase orders transmitted via EDI that resulted in ASN Errors Percent of shipments with Bluestem Brands payment terms of 2% 15 Net 60 or better Percent of units that came in short or exceeded tolerance of the order quantity of purchase orders that are considered closed (Excludes Dropship) Percent of Purchase orders shipped in multiple shipments Number of days between the customer s dropship order placement to shipment of the product by the vendor (Excludes Warehouse Shipments) Percent of total purchase orders shipped prior to or after the purchase order ship and cancel dates Percent of total purchase orders received with Non- Compliant Master Carton Markings Methods to Improve Scoring EDI ASN Errors Payment Terms Ship Complete Partial Ship Lead Time Vendor Compliance Setup EDI or Web Forms Start Trading Documents Electronically Ensure All Required Documents are being Traded within the required time frame Transmit an ASN with each Shipment Validate Information on the ASN Before Sending Only Transmit One ASN per Shipment Update to Bluestem Brands Corporate Terms Domestic Shipments: 2% 15 Net 60 Import Shipments: Wire Transfer Upon PO Receipt Validate PO Quantities Ship the Entire PO Quantity of Goods Do Not Exceed PO Quantities when Shipping Goods Up Front Communication on Shipping Opportunities Monitor Bluestem Brands Forecast Documents Upon PO Receipt Validate Total PO Quantities Request Separate POs by Delivery Date Request Proper Truck/Container Space Ship Within Communicated Lead Time Ship Within the PO Ship & Cancel Dates Send the ASN within 24 hours of PO Shipment Ensure Lead Times Communicated to Bluestem Brands are Accurate Understand the requirements outlined in the vendor guide. Communicate Shipping Opportunities with Bluestem Brands Inventory analysts prior to shipment to find a Solution. Work with Vendor Compliance on Label Approval or Shipping requirements 20 P age

21 Purchase Order Terms & Conditions Purchase Order Terms & Conditions 21 P age

22 Purchase Order Terms & Conditions Bluestem Brands, Inc. Purchase Order Terms and Conditions THESE TERMS AND CONDITIONS EXCLUSIVELY GOVERN ALL QUOTATIONS, ORDERS AND SALES ENTERED INTO BETWEEN BLUESTEM BRANDS, INC. ( BUYER ) AND THE SELLER IDENTIFIED ON ANY BUYER PURCHASE ORDERS ( SELLER ). ACCEPTANCE OF BUYER S ORDERS AND SELLER S AGREEMENT TO FURNISH GOODS ARE EXPRESSLY CONDITIONED ON SELLER S ASSENT TO THESE PROVISIONS. SHIPMENT OF PURCHASE ORDER CONSTITUTES AN AGREEMENT TO THE PURCHASE ORDER TERMS AND CONDITIONS. NOT WITHSTANDING ANYTHING TO THE CONTRARY NOT SENDING ANY SHIPPING INFORMATION BY VENDOR MORE THAN 10 DAYS BEFORE SHIPPING CONSTITUTES ACCEPTANCE OF PURCHASE ORDER. 1. PACKING: All goods, wrappers and containers must bear markings and labels in accordance with Buyer's instructions and as required by applicable federal, state and local laws and regulations, including, but not limited to: (i) the Fair Packaging and Labeling Act; and (ii) The Textile Fiber Products Identification Act. 2. SHIPPING: Seller shall make shipment of the goods specified on each Buyer order as instructed. No additional charge for deviation will be paid unless Buyer's approval has been obtained. In the absence of specific routing instructions, shipments are to be made "Best Way". 3. TIME OF ESSENCE: Shipments must be made to meet specified dates. In the event any order is not performed or delivery is not made by the time(s) specified, Buyer may terminate the order. In the event any order requires delivery and/or performance at different times and/or places, and any such delivery or performance is not made by the time specified, Buyer may cancel any said delivery or performance while retaining the remainder of the order in full force and effect, or may cancel the entire order. Buyer may reject early shipments without prejudice to its right to require timely shipment or may accept said early shipments. Buyer reserves the right to withhold payment on early shipments until the agreed delivery dates. Additional costs of warehousing, demurrage, etc., caused by early shipments by Seller shall be deducted from the invoice price. 4. RISK OF LOSS: Seller assumes all risk of loss or damage to all goods ordered (and other materials to be furnished by Seller) until delivery to and/or acceptance by Buyer, depending on when the transfer of title in the goods legally passes to Buyer. All risks of fire, theft or damage of any kind to property belonging to Buyer delivered to Seller for any reason hereunder (if any), shall be assumed by Seller, and for as long as it is in Seller's possession, Seller shall keep such property fully insured against all such risks, at Seller's expense, for the benefit of Buyer. 5. ACCEPTANCE/REJECTION: All goods shall be received subject to Buyer's right of acceptance and rejection. Payment for goods prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller. Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer's right either to cancel or to return all or any portion of the goods because of failure to conform to order, or because of defects, latent or 22 P age

23 Purchase Order Terms & Conditions 23 P age patent, or other breach of warranty or default hereunder, or to make any claim for actual damages occasioned the Buyer. Failure by Buyer to reject non-conforming performance or goods by Buyer shall not require Buyer to accept subsequent performance or goods subject to the same or any different nonconformity. 6. INSPECTION/RIGHT TO AUDIT: The goods and all parts, material and workmanship entering into the performance of any order (including any changes or additions hereto) may be inspected and tested by Buyer at all times and places, and shall be subject to final inspection by Buyer after receipt by Buyer at Buyer s destination. If any such inspection or test indicates that all or any of said goods, parts, material or workmanship do not conform in any respect with such order, and Seller fails to immediately cure such nonconformity, such non-conformity shall be deemed an anticipatory breach by Seller, and in that event Buyer shall have all the remedies hereafter provided. Buyer reserves the right to audit and inspect and/or authorize a third party to audit and inspect, without any restrictions, any or all Seller facilities (including any of its manufacturers or subcontractors). Upon receipt of any unsatisfactory audit or inspection results, Buyer reserves the right to terminate its relationship with Seller or any Seller facility, cancel any purchase order, return or revoke acceptance of affected goods and/or require that corrective action be taken. Seller shall be liable for all related damages incurred by Buyer, including lost profits. 7. SUBSTITUTIONS AND QUANTITY: No substitutions of goods, materials or accessories may be made without written permission from Buyer. Unless otherwise stated, no deviation from the quantities specified will be accepted. Buyer's count will be accepted as final and conclusive on all shipments. Excess shipments shipped without Buyer's permission will be returned at Seller's expense, including transportation both ways and all handling charges. 8. CHANGES, TERMINATION: Buyer at any time may make changes in the quantities ordered or in the specifications or drawings relating to the goods or may change or amend any other term or condition of any order. Buyer may terminate work on any order for reason of default or for its own convenience in whole or in part by written or electronic notice at any time in that event. Any change or termination by Buyer, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of Buyer against Seller. In case of any discrepancies between the records of Buyer and Seller, Buyer's records shall control. Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer, on request, all books, records, and papers relating thereto. 9. PRICING: Seller warrants that prices include all charges, including but not limited to, packing, crating and transportation as specified by the terms appearing on the face of the purchase order. Any additional costs incurred by Buyer because of Seller's failure to properly mark each shipping container will be deducted from Seller s invoice. If price is omitted on any order, except where the order is given in acceptance of quoted prices, it is agreed that Seller's price will be the lowest prevailing market price, and in no event is the order to be filled without Buyer's written consent at higher prices than last previously quoted or charged to Buyer. Buyer is to be informed immediately of change of prices. No charges for blocking, boxing, carting, or

24 Purchase Order Terms & Conditions 24 P age cartage for regular domestic shipments will be allowed, unless specifically approved in writing by Buyer in advance. 10. TAXES: Any applicable sales, use or federal excise taxes shall be shown on the invoice. Any Seller supplying both services and materials shall pay all sales or use taxes on materials so furnished and shall indemnify and save harmless Buyer from any damage, including counsel fees, costs, expenses or penalties on account of such taxes. 11. PAYMENT: Seller's account with Buyer will be paid monthly except where cash discounts apply or other terms are specified. It is understood that the cash discount period to Buyer will date from the date of receipt of goods or the invoice, whichever is later, and not from the date of the invoice. If an advertising allowance is made available to Buyer, Seller represents that it is in an amount substantially equal to that made available to other buyers similarly situated. 12. INTEREST: No interest will be due on late payments unless there has been prior agreement of the parties providing for such payment. 13. SET OFF: Buyer shall be entitled at all times to set off any amounts owing from Seller to Buyer or any of its affiliated companies against any amount due or owing to Seller with respect to any order. 14. CONFIDENTIALITY: Seller agrees to treat as strictly secret and confidential all specifications, drawings, samples, models and other information supplied by Buyer. Unless written consent of Buyer is first obtained, Seller shall not in any manner, advertise, publish or release for publication, any statement mentioning Buyer or the fact that Seller furnished or contracted to furnish Buyer goods required by this agreement. Seller shall not disclose any information relating to this agreement to any person not entitled to receive it. Buyer s instructions or other materials provided to Seller shall be used exclusively in the productions of the goods and shall not be used for production, manufacture or design of any item for any other person, firm or corporation, without Buyer s written consent. All information relating to the customer (including, but not limited to the customer s name, address and items purchased) is and shall remain the exclusive property of Bluestem Brands. Duplication, reproduction, and /or use of this information for any purpose except in connection with the delivery of the customer order is prohibited. The Vendor will destroy all records containing the customer information no later than 18 months from receipt thereof. 15. WARRANTIES: a. In addition to any other express representations, warranties or guarantees made by Seller, Seller represents and warrants to Buyer that the goods/services (i) shall be free from any and all defects in design, materials and workmanship; (ii) shall be merchantable at the time of delivery to Buyer; (iii) shall be merchantable, fit and safe for sale and any use by Buyer or its customers for which such goods/services are ordinarily intended and any particular use of which Seller or its agents have knowledge, or should have knowledge; (iv) shall conform to any specifications, drawings, samples or other descriptions previously established by Seller; (v) shall be free and clear of all liens and encumbrances or any kind, and

25 Purchase Order Terms & Conditions 25 P age (vi) that Seller has good and merchantable title. Seller acknowledges that any defect in the goods/services or delay in or failure of delivery or performance may occasion special damage to the Buyer. Seller shall use its best efforts to timely correct errors in any goods/services that cause the same not to comply with the foregoing. b. Seller represents and warrants that all goods/services being sold on each purchase order shall be in compliance with all United States federal warranty laws and that to the extent that the goods/services being sold contain any warranties such warranties shall comply with such laws. Seller further agrees to defend, indemnify and hold harmless Buyer from and against any and all costs, fees, expenses, fines, penalties, or charges of any kind whatsoever which Buyer might incur as a result of Seller s goods/services not being in compliance with United States federal warranty laws and/or Seller s goods/services warranties not being in compliance with United States federal warranty laws. c. Seller represents and warrants that any goods/services shipped hereunder were designed, manufactured, packaged, labeled, tagged, stored, shipped and invoiced in compliance with all applicable laws, regulations, orders and ordinances, including but not limited to those pertaining to labeling, pricing, advertising, hazardous materials, health and safety, specifically including, but not limited to, the Federal Fair Labor Standards Act, the U.S. Consumer Product Safety Act ( CPSA ) and the Safe Drinking Water and Toxic Enforcement Act of 1986, California (U.S.A.) Health and Safety Code, Section et seq. (Proposition 65), and that the goods/services, and the sale thereof by Buyer, do not and will not violate any applicable laws, regulations, orders or ordinances. Seller is required to report all substantial product hazards as defined by the CPSA. In addition, Seller shall immediately notify Buyer of any potentially reportable product hazards made to Seller by any third party (e.g. customers or safety listing agencies). d. Seller represents and warrants that: (i) no goods/services will be labeled with Made in USA, Made in America or an similar language unless such goods/services and every component and part of such goods are 100% made in the United States of America, as contemplated by applicable laws; (ii) Seller s descriptions of the goods shall be true and accurate, and not misleading; (iii) Seller has all necessary rights to offer the goods for sale and to deliver them to Buyer; and (iv) the goods, and the use and maintenance of such goods, do not and will not, and Seller will not, in connection with its performance under this agreement, infringe, misappropriate, or violate any patent, trademark, trade name, service mark, trade secret, mask work, copyright, design, publicity, privacy or other proprietary right of any third person or entity. If the use, distribution or sale by Buyer of any goods is enjoined, or in Buyer s opinion is likely to be enjoined, at Buyer s request and option, and without prejudice to Buyer s rights and remedies, Seller shall, at its expense: (i) procure from the person or persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such goods; or (ii) modify the allegedly infringing goods to avoid the infringement without materially impairing performance or compliance with the applicable specifications. Acceptance of each purchase order constitutes a reaffirmation of the above representations and warranties.

26 Purchase Order Terms & Conditions 16. INDEMNIFICATION: Seller shall indemnify and hold harmless, and at Buyer s request defend, Buyer and its affiliates, successors and assigns (and its and their respective officers, directors, employees, customers and agents) from and against any and all actions, litigation, claims, suits, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorney s fees and court costs) that may arise out of, relate to or be connected in any way with any of the following: (i) any breach (or claim or threat thereof that, if true, would be a breach) of this agreement by Seller, including, without limitation, any breach or alleged breach of any representation or warranty of Seller; (ii) any goods sold hereunder; (iii) any failure by Seller to comply with any applicable law or regulation, including any breach of a warranty by Seller under any applicable law; (iv) any negligence, gross negligence, willful misconduct or dishonesty of Seller, its agents, employees or contractors; (v) Buyer s advertisements based upon Seller s specifications for the goods; (vi) any inaccuracies in, or omissions from, any product information provided in connection with the goods; (vii) any use, distribution, sale or other disposition of the goods anywhere in the world that infringes any patent, trademark, service mark, trade secret, mask work, copyright, design or other proprietary right of any third person or entity; and (viii) Buyer s offer for sale, or sale, or distribution of any goods, including, without limitation, liability based on death or injury to any person (including Buyer s employees) or damage to property resulting or arising or alleged to result or arise from or out of the sale or other distribution by Buyer or use of such goods. Seller may not settle any claim or liability for which indemnification is sought without the prior written approval of Buyer, which approval shall not be unreasonable withheld or delayed. 17. INSURANCE: Seller shall maintain policies of: (i) comprehensive general public liability insurance, with Broad Form Vendors Endorsement, to insure against any claims arising from Seller s performance hereunder, naming Buyer as an additional insured and additional loss payee, for personal injury and property damage coverage with limits of liability of not less than $3,000, per person and aggregate; and (ii) statutory workers compensation insurance on its agents, employees and contractors. Seller shall provide Buyer with certificates evidencing that the insurance required hereunder has been obtained and is in full force and effect and requiring that Buyer be given at least a thirty (30) day notice prior to any cancellation. Certificates of insurance shall be sent to: Bluestem Brands, Inc., 6509 Flying Cloud Drive, Eden Prairie, MN USA. 18. ACTS OF GOD: Neither Buyer nor Seller shall be liable for delays or defaults in the performance of any purchase order due to causes beyond its respective control, including, but not limited to strikes, labor disturbances, lockouts, riots, fire or other casualty, acts of God, acts of war, terrorism or acts of public enemy, or any other cause, whether like or unlike the foregoing, if similarly beyond its control. During the period of such delay or delays by Seller, Buyer reserves the rights to (i) cancel all or part of any order which has not been shipped by Seller; and/or (ii) purchase goods elsewhere and, at Buyer's option, apply such purchase to reduce the quantities due under any affected order. 19. STRICT COMPLIANCE: Buyer may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice, or course of dealing to the contrary. 26 P age

27 Purchase Order Terms & Conditions 20. SURVIVAL OF COVENANTS: All agreements to defend, indemnify and hold harmless, and all covenants by Seller herein, shall survive acceptance of the goods and payment therefore by the Buyer. 21. ASSIGNMENT: No right or obligation of Seller under this agreement, including, without limitation, any account based upon any order, shall be assigned or subcontracted without the prior written consent of Buyer, and any attempted assignment or subcontract without such consent shall be void and vest no rights as against Buyer, either at law or in equity, in the purported assignee or subcontractor. Any written consent of Buyer to assignment or subcontract of any such right, including any such account, shall be limited to the particular instance and not regarded as establishing a general consent to any further or other assignment or subcontract to the same or other assignee or subcontractor. 22. GENERAL: This agreement and any order hereunder shall be construed, interpreted, and the rights of the parties determined in accordance with the laws of the State of Minnesota applicable to contracts to be performed in the State of Minnesota. The terms and conditions contained herein pertain to all Buyer purchase orders regardless of method of transmission including but not limited to mail, fax, and Electronic Data Interchange (E.D.I.). The invalidity in whole or in part of any condition of this agreement shall not affect the validity of any other parts hereof. This agreement may only be amended by a writing signed by each of the parties hereto, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and is not intended to confer upon any other person any rights or remedies. Buyer and Seller irrevocably consent to the personal jurisdiction of the District Court of Hennepin County, Minnesota, or the United States District Court for the District of Minnesota. Buyer and Seller agree that the U.N. Convention for the International Sale of Goods shall not apply. The rights and remedies provided herein shall be in addition to any other rights and remedies given by law. 27 P age

28 Supplier Conduct Guide Supplier Conduct Guide 28 P age

29 Supplier Conduct Guide Bluestem Brands, Inc. Supplier Conduct Guide Bluestem Brands, Inc. is guided by the highest ethical and legal standards. We make this commitment with the intent of obtaining and maintaining a reputation for excellence and ethical conduct in all aspects of our business, including our business relationships. We expect the same of our suppliers. Bluestem Brands will seek to identify and utilize suppliers who share our commitment and reserves the right to conduct, or have conducted on our behalf, audits of supplier and manufacturer/subcontractor production facilities and business practices in order to monitor such commitment. Bluestem Brands reserves the right to cease doing business with any supplier who does not share our commitment. Ethical and legal conduct is the responsibility of every Bluestem Brands supplier. While it is not possible to develop a detailed set of rules covering all circumstances, this Supplier Conduct Guide provides general information to assist suppliers in understanding their responsibilities. It is the responsibility of every supplier to read, understand and comply with these Supplier Conduct Guidelines as well as any other materials which govern supplier conduct that may be issued by Bluestem Brands from time to time in the future. If you have any questions about the guidelines contained herein or what is expected of you as a Bluestem Brands supplier, please contact us at suppliers@bluestembrands.com. Antitrust Bluestem Brands competes vigorously, fairly and in compliance with all antitrust and related laws. The purpose of antitrust laws is to protect competition. All suppliers must be familiar with the requirements of U.S. antitrust laws so they may comply with the laws, as well as maximize the competitive position of Bluestem Brands. Violation of antitrust laws is a felony and can result in imprisonment and fines for both the supplier and Bluestem Brands. Damage awards in civil suits which arise out of violations of antitrust laws are tripled and may include costs and attorneys fees. The cost in time, reputation and lost business can be staggering. As a retailer, our primary antitrust concern lies in communications with our competitors and suppliers. Bluestem Brands may not discuss prices, markups, markdowns or other terms or conditions of sale, or supplier relationships with Bluestem Brands competitors. In addition, no information regarding any future plans of Bluestem Brands may be discussed with competitors. No Bluestem Brands employee may make any agreement, whether directly or indirectly, with a competitor regarding price or other terms or conditions of sale or market allocation. Suppliers may not act as intermediaries for the transmittal of any of the above information. Supplier Standards and Compliance with Laws Bluestem Brands maintains high ethical standards and business principles in everything we do. We expect our suppliers will only utilize manufacturers and subcontractors that provide employees with a safe and healthy workplace, do not use forced or other compulsory labor, and practice nondiscrimination principles, pay fair wages, limit work hours and do not use child labor. All suppliers, manufacturers and subcontractors must comply with the Bluestem Brands Supplier Code of Conduct (a copy of which is attached as Exhibit A). Suppliers must disclose the identity, physical location and ownership of all factories that will manufacture or come in contact with Bluestem Brands goods, including the use of sub- 29 P age