Transportation Routing and Vendor Compliance Guide

Transcription

1 RAINBOW APPAREL DISTRIBUTION CENTER CORP. THE NEW AND BEYOND, INC. Transportation Routing and Vendor Compliance Guide REVISED PENNSYLVANIA AVENUE BROOKLYN, NY TEL (718) FAX (718)

2 Introduction: This document contains the Rainbow Apparel Distribution Center Corp., The New And Beyond, Inc. and Marianne (hereafter called Rainbow ) Transportation Routing and Vendor Compliance Guide. This Guide is incorporated into the Purchase Order Terms and Conditions. These instructions are effective immediately and supersede all previously issued shipping guidelines. It is extremely important for you to review the guide, as it provides critical shipping and transportation instructions. This routing and vendor compliance guide is now available on our websites: and access the document, click on the Vendors tab at the bottom of the webpage. Please review the entire Transportation Guide. This supersedes all previous shipping instructions that you may have received or used. If you do not understand these instructions, or if you cannot comply with the instructions for any reason, please contact Susan Eisemann or Steve Paruolo at Rainbow s Transportation Department, 1000 Pennsylvania Ave, Brooklyn, NY 11207, telephone (718) extensions 458, 352 or 583. IMPORTANT: FAILURE TO FOLLOW THESE INSTRUCTIONS WILL RESULT IN A REFUSAL OF DELIVERY OR CHARGE-BACK TO YOUR COMPANY. 2

3 Table of Contents Preparation of Merchandise Compliance with Purchase Order Quantity, Style, Size, Color. 4 Pre-Ticketing Ordering Tickets Ticket Types Ticketing Merchandise Ticketing of Footwear.. 8 Packaging of Garments Garments on Hangers (GOH) Packing Requirements Vendor Packing Requirements Bundling, Sorting Packing of Cartons Prepack Cartons, Master Cartons Weight/Size of Carton , 13 Instructions for Shipping Merchandise Palletizing , 16 Bill of Lading Packing List Documentation Invoicing Billing Instructions Shipping Before Making Appointments. 22 Appointments Shipping Guidelines Air California Vendors , 27 APPENDICES Merchandise Vendor Manifest Completed Vendor Manifest of Single Style PO s a Completed Vendor Manifest of Multi-Style PO s.. 28b Completed Multi-Page Vendor Manifest 28c, d & e GOH Vendor Style Identification Sheet Rainbow s Buyer Purchase Order Partial list of Violations Maintained Mark-up Agreement Policy on Slave Labor and Human Trafficking Lead Policy. 34, 35 Cadmium Policy. 36, 37 3

4 COMPLIANCE WITH PURCHASE ORDER All shipments must be in compliance with ALL the terms of the Purchase Order and the terms in this Transportation Routing and Vendor Compliance Guide. Quantity, Style, Size and Color All shipments MUST be in compliance with the quantities, color, and styles on the Purchase Order unless otherwise agreed to in writing with the Rainbow Buyer. Bundling, Pre-Ticketing, Hanging, Sorting All shipments MUST be in total compliance with the terms of the Purchase Order concerning the bundling, pre-ticketing, hanging, and sorting of merchandise (see pages 6, 8, 9, 10, 12, 13) Do not ship less than bundle quantities stated on the purchase order. All Merchandise Packing: All pieces of merchandise must be wrapped or placed in plastic bags. If there is no plastic, the vendor will be subjected to a charge-back. This applies to wearing apparel only. 4

5 PRE-TICKETING Vendors must follow pre-ticketing directions as indicated on the Purchase Order. FineLine Technologies will produce tickets and ship them to you from their website The FineLine Technologies program will insure you receive your tickets in a timely manner. It is recommended using FineLine Technologies. Any vendor produced tickets can result in a charge back if not scannable or if inaccurate. Getting Started: 1. rainbow@finelinetech.com to request your web username(s) and password(s). Please include the following in your request: i. Rainbow Apparel Vendor Number ii. Company name iii.list of users including name, address, and desired password for each user. 2. FineLine Technologies will send you an once your account has been activated. Once you receive this confirmation, log onto the website at a. Choose Profile from the tabs listed at the top of the page b. If addresses are already listed for your company, modify or add any additional information asnecessary c. If no address is listed, add at least one address for shipping and billing purposes 3. Account set-up is now complete. Proceed to the order tab to place an order, or exit the system using the logout tab. 4. All orders will be processed and shipped to you (via the carrier and shipping method of your choice) within a 48-hour period. If you need assistance, please at rainbow@finelinetech.com or call at

6 Fineline/Rainbow Ticket Types and Formats 6

7 Ticketing of Merchandise ATTACH PRICE TICKET TO NECK LABEL FOR TOPS AND DRESSES AND BACK CENTER SEAM FOR BOTTOMS. Rainbow expects all merchandise to be pre-ticketed unless noted otherwise on the Purchase Order. (See Pre-ticketing section (page 5) for FineLine Technologies to order correct price tickets.) Note: Any merchandise received that should be, but is not, pre-ticketed by the vendor will be charged back per garment. Charge-backs will increase per repeated violation. 7

8 Footwear ticketing instructions 8

9 PACKING OF GARMENTS Hanging Garments All hanging garments must be shipped on the specified black hangers purchased from Ace, Inc. To purchase the appropriate hangers call Ace, Inc. at and ask for Ronnie. Please inform them you are ordering for Rainbow. Note: Vendor will be charged back per garment if merchandise is not hung on proper hangers, excluding West Coast vendors. Specified black hangers by garment: Style# 1004PBR 1000PBR 1003PBR 5075SBR 0485 PBR 0485 PBR 0771PBx001 or 0484 Description of hangers 8" bottom hanger 10" bottom hanger 12" bottom hanger 12" top hanger 15" top hanger 15" top hanger 17" top hanger Used for Kids Bottoms Jrs Bottoms Plus Size Bottoms Kids Tops Girls 7-16 Boys 8-20 Jrs/ Plus Tops 9

10 GARMENT ON HANGERS (GOH) INSTRUCTIONS (NY and NJ Vendors only) See the GOH Vendor Style Identification Sheet (see page 28) This sheet must be filled out with all information and attached to the first garment of each style/color when it is unloaded at Rainbow s receiving dock. If the GOH Vendor Style Identification Sheet is not provided, a chargeback will be issued. Do not ship less than the bundle quantity stated on the Purchase Order, All less than bundle quantities will incur a charge-back. Do not send multiple faxes or s of the same information; this will be subject to a charge-back. Do not call appointment desk, this will be subject to a chargeback. (For information on appointments, see page 22.) 10

11 PACKING REQUIREMENTS Merchandise must be packed to conform to the National Motor Freight Classification (NMFC). Improper packing will be deducted from the payment. Each carton must be marked as stated in this Guide (see pages 9,17 &18). To prevent shortages due to cartons being opened and re-taped while in transit to our warehouse, all vendors are required to seal their cartons with appropriate strength tape and/or straps (no metal straps). 11

12 VENDOR PACKING REQUIREMENTS The following is a list of rules that vendors are required to follow when shipping to Rainbow. Pre-pack cartons Cartons should weigh a minimum of 10 lbs. A pre-pack carton should measure 10 x 8 x 4 or greater. A pre-pack carton should weigh no more than 40 lbs. Denim should be packed in pre-packs of 12 pieces. Less than 12 pieces with a weight less than 10 lbs. per carton will incur a charge-back. Accessories or other specific items (such as handbags) weighing less than 10lbs. but in a carton larger than 30 x 30 x 18, should be packed as a pre-pack. A prepack 24 pieces or more which equals a bundle quantity but is less than 10 lbs. is acceptable and no charge-back will be incurred. Master cartons If cartons weigh less than 10lbs., the merchandise should be packed in master cartons- with the exception of accessory items. A master carton is a carton with multiple bundles. Master cartons should be properly labeled using the instructions in the routing guide (see page 14). The bundles should be wrapped in plastic, without individual cartons inside the master carton. Only cartons with breakable items, such as sunglasses, may be shipped within larger cartons Any other inner cartons will be subject to a charge-back. Note:In these special circumstances, these breakable items should be packed in carton within the master carton Master cartons: Should not exceed 30 x 30 x 18 Should weigh no more than 40lbs. All master cartons should be at or near the 40 lbs. weight limit. For example: If you ship 100 cartons weighing 20 lbs. with 24 pieces per carton, you should have shipped 50 cartons of 48 pieces per carton weighing 40 lbs each. If you ship incorrectly, a chargeback will be assessed. 12

13 Quantities per carton must be consistent with only one carton having a different quantity to complete the order. If this is not followed, then a charge-back will be issued. 13

14 INSTRUCTIONS FOR SHIPPING MERCHANDISE Cartons must be clearly marked with a label containing the following information: From (Vendor name and address) To (Rainbow s address) Purchase Order number Vendor style as noted on the P.O # Quantity per carton, by color where applicable. Size scale Weight Appointment number for small package carriers only UPS, FEDEX, DHL. Parcel Carrier shipments are limited to 10 cartons or less per Purchase Order and no more than two P.O s per day. Note: Shipments shipped via parcel carriers with no appointment number noted on each carton will be refused. All letters and numbers should be at least 1.5" high unless carton is too small to accommodate. Only clear plastic can be used to wrap garments Cartons must be palletized and shrink-wrapped by PO, style and color Packing slip must accompany merchandise and a copy should be attached to the bill of lading. 14

15 PALLETIZING Rainbow requires all vendors to palletize all shipments prior to arrival at warehouse; with the exception of California shipping points (California vendors and carriers must coordinate with Traffic Dept., ext. 458). ALL VENDORS MUST COMPLY, THIS IS NOT OPTIONAL. When palletizing a shipment, please follow these instructions: Pallet size: 40 inches wide by 48 inches long 5 bottom boards (3/8 inches minimum thickness). Pallets must be in good condition, not broken, no protruding nails. Carton or product must not overhang the pallet in any direction. Maximum pallet height may not exceed 76 inches tall Maximum pallet weight may not exceed 2000 lbs. Maximum number of P.O s per pallet is 4 (see page16) All pallets must be shrink-wrapped. All carton labels must: face outside of pallet be clearly visible be machine printed, no hand written labels or information on the carton. IMPORTANT: A COPY OF THE PACKING LIST MUST STILL BE ATTACHED TO THE LEAD CARTON. SEE REFERENCE (page 18) IN DOCUMENTATION IN SECTION D FOR PACKING SLIP INFORMATION. 15

16 Anything more than 10 cartons should be on one pallet and shrink-wrapped; labels should be facing out. For small lots of 10 cartons or less; there should be no more than 4 PO s per pallet. Cartons should be stacked vertically with labels facing out and shrink-wrapped. Pallets with 10 cartons or more can be stacked one on top of the other and shrink-wrapped so they fit together in the truck. 16

17 BILL OF LADING It is imperative that the following pertinent information be notated on the Bill of Lading. The Bill of Lading must indicate: Your company name and address. Rainbow s warehouse address or third party consignee. All Rainbow purchase order numbers. Style numbers and pieces per style, listed by PO number. Total weight, per PO number. Total cartons, per PO number by style. Freight Prepaid all shipments must be shipped freight prepaid to Rainbow and must not be billed on merchandise invoice for East Coast vendors. Freight collect and allowed on all shipments from West Coast vendors using preferred carriers. Packing slip attached to Bills of Lading. Insurance No value is to be shown on the Bill of Lading. Two (2) or more shipments being forwarded from your facility to Rainbow on the same day on same truck must be combined and shipped on a single Bill of Lading. However, if multiple trucks are delivering, each truck must have separate Bills of Lading where applicable. Failure to provide proper information, will result in a charge-back or debit against your payment. Rainbow may refuse any shipment that does not contain all pertinent details recorded on the carrier s delivery freight bill, BOL or any shipment tendered prior to ship date or after cancellation date. 17

18 PACKING LIST DETAILS A copy of the packing list must be placed on the lead carton of each purchase order. Our distribution center receiving office will NOT receive any shipment unless a packing list is found on the lead carton of shipment and a copy of the packing list must also be attached to the bill of lading. 18

19 DOCUMENTATION The Lead Carton must be labeled with a brightly colored label denoting packing slip. The label must be easily visible and on one of the top cartons on the pallet. The packing slip should not be placed on the top or bottom of the carton, but on side facing outward. A packing slip must contain the following information: PO number Vendor style Number of pieces per style and color Number of cartons by style. 19

20 INVOICING Please prepare one invoice per purchase order, reflecting: Quantity Style Size Color Total cartons per invoice P.O. Number Invoice(s) must be mailed to the Home Office at the address on letterhead, Attention: Accounts Payable Department. 20

21 BILLING INSTRUCTIONS To insure proper processing of invoices for payment, a copy of invoice and/or packing slip must accompany the shipment. Invoice must be prepared as follows: Separate invoice and invoice number for each purchase order. Note: Do not combine more than one purchase order on an invoice Our purchase order number. (One purchase order per invoice) Number of cartons shipped and/or number pieces shipped. This must agree with your Bill of Lading. Your shipping bill of lading number. Actual date of shipment. A separate invoice for each shipment. If you ship a purchase order on different dates --- each shipping date must have a separate invoice. Style number and quantity per invoice must agree with Purchase Order. Do not partial, short or over ship the quantity on purchase order unless prior written approval is given by our buyer. Original invoice should be mailed to: Accounts Payable Department Rainbow Shops, Inc Pennsylvania Ave. Brooklyn, NY11207 Note: If invoice is not presented as stated above there will be a delay in processing your payment and you will be subjected to a $ charge. 21

22 BEFORE MAKING AN APPOINTMENT FOR DELIVERY OF MERCHANDISE Merchandise cannot be received before "Ship on" date, nor can the merchandise be received after the "Cancellation date." Note: Merchandise will be refused if shipped before or after the above dates. Vendor must furnish our buyer with production sample before calling for delivery appointment. Vendor or vendor's trucker must make an appointment with our Appointment office at least 3 days before desired delivery date. Do not partial, short or over ship the quantity on purchase order unless prior approval is given by our buyer. Do not substitute style, colors fabric, etc. Do not ship less than a bundle quantity per PO, per style. Less than bundle quantities will be refused or subject to a chargeback of $

23 APPOINTMENT GUIDELINES No delivery will be accepted without a valid purchase order number and a delivery appointment made at least 2 days in advance, by faxing Rainbow s Appointment office at (718) or by e- mailing to appointmentoffice@rainbow.us Appointments should be made between the hours of 8 a.m. to 12 noon, Monday through Friday. West Coast vendors please note that all times are given in Eastern Standard Time. A fax request is not a confirmed appointment until a return call from Rainbow is received. A call back will be received by the end of the business day for all appointment requests received before 12 noon. Any requests received after 12 noon will be handled by the end of the next business day. No appointments will be accepted by telephone. If the Merchandise Vendor Manifest form is not filled out completely when making an appointment, vendor will be subject to a $250 charge-back. If the vendor continues to not comply, the charge-back will be increased per occurrence. 23

24 SHIPPING GUIDELINES Failure to follow our routing guide or other general instructions contained herein will result in charges for freight and administrative handling. Routing or shipping instructions cannot be altered or changed by anyone except the Rainbow Transportation Department. Any deviation from this guide must have a specific authorization number. Note: A penalty for misrouting on collect shipments will be assessed at the incremental difference between the actual freight cost vs. Rainbow discounted rates and a $ per shipment administrative handling charge. Ground Transportation For California, Rainbow has negotiated rates that are equal to, or less than, other carriers. These carriers have pre-set appointments daily at Rainbow s receiving dock and will be unloaded expeditiously. The following carriers are recommended but it is the vendor s choice who to use: Essential Freight Systems and United Cargo Logistics are Rainbow s preferred ground carriers from California. Contact information: Essential Freight Systems (EFS) (310) California (631) NY/NJ United Cargo Logistics Inc. (UCL) (323) California (201) New Jersey Freight charges from these carriers will be paid by Rainbow and charged back to the vendor. From preferred shippers, there should be no prepaid shipments from California. If there are any problems with shipping, please contact Susan Eisemann or Steve Paruolo at , extensions 458 and 352. The Vendor is still responsible for loss or damage to shipments and freight charges. All shipments are FOB Rainbow warehouse or designated Rainbow facility. 24

25 AIR SHIPMENTS All air shipments must be prepaid or they will be refused. For non-california vendors, for prepaid shipments, all freight terms must be FOB Rainbow Warehouse, or designated facility. All transportation charges must be fully prepaid to destination. The responsibility for loss, damage, and all freight charges for such deliveries are the supplier s and/or shipper s/consignor s responsibility, regardless of the carrier used. 25

26 CALIFORNIA VENDORS All vendors are encouraged to use preferred carriers. Preferred carriers have preset appointments. All other carriers will have to get buyer approval prior to appointment being scheduled. Merchandise Vendor Manifest must be sent via fax or to the appointment office the next day, regardless of carrier used. All shoe vendors must deliver merchandise to Rainbow-authorized facilities on pallets sorted by PO number, style, color and size. Vendor Instructions for Imported Shoes: The Ship to section of the purchase order must be checked in order to see the correct facility. Local California shoe vendors must deliver shoes prepaid to the California facility noted on the purchase order. Vendors may use Essential Freight Systems or a carrier of your choice; however you must pay them directly for the freight. Cartons must be appropriate size to fit shoes for safe transport. Cartons must be correct test weight to travel without damage to product. Proper packaging tape used to adhere to carton from origin to destination without coming loose. Plastic straps not metal should be used wherever and whenever possible. Cartons should be marked with the following information clearly, all characters should be at least 1 2 in height: o Purchase Order Number o Style Number o Color o Size Scale for example A should be 2 in height. It should be located in the top right hand corner of each side of the carton. o Quantity o Carton on lot number, for example 1 of 250, 2 of 250, etc. The on lot should be done on the style level not the entire Purchase Order. The above items should be marked on two opposite sides of cartons except where noted otherwise. 26

27 o Size scale grid o Carton dimensions o Carton weight both net and gross. o Country of Origin o From: Vendor name and address o TO: Rainbow 1000 Pennsylvania Avenue, Brooklyn, NY Above items should be marked on two opposite sides of the carton, alternate sides from the first group of information. Containers should be loaded in the following manner: o Purchase Order to style /color by size scale. o From right side to left side o From floor to ceiling. 27

28 RAINBOW APPAREL MERCHANDISE VENDOR MANIFEST Page of DATE: VENDOR NAME: CONTACT: TELEPHONE: CARRIER: ORIGIN FACILITY: VENDOR # APPOINTMENT NUMBER: APPOINTMENT DATE: APPOINTMENT TIME: DESTINATION FACILITY: # OF TRUCKS: RAINBOW PO# RAINBOW SKU # PACK CODE PIECES PER CARTON PIECES CARTONS PALLETS WEIGHT COMMENTS of GRAND 28

29 RAINBOW APPAREL MERCHANDISE VENDOR MANIFEST Page 1 of 1 DATE: 08/28/2013 VENDOR NAME: _Rocky Mountain CONTACT: Petunia_Snowbell TELEPHONE: petunias@rockymountain.com CARRIER: Bullwinkle_Express ORIGIN FACILITY: LAX VENDOR # APPOINTMENT NUMBER: APPOINTMENT DATE: APPOINTMENT TIME: DESTINATION FACILITY: Brooklyn DC # OF TRUCKS: 1 RAINBOW PO# RAINBOW SKU # PACK CODE PIECES PER CARTON PIECES CARTONS PALLETS WEIGHT COMMENTS PP lbs lbs Sub-Total PP lbs lbs Sub-Total PP lbs lbs Sub-Total GRAND lbs 28a

30 RAINBOW APPAREL MERCHANDISE VENDOR MANIFEST Page 1 of 1 DATE: 9/5/13 VENDOR NAME: Aerys Accessories CONTACT: Bobbie Boucher TELEPHONE: bobbie@aerys.com CARRIER: Jackson Trucking ORIGIN FACILITY: Sylvester, NJ VENDOR # APPOINTMENT NUMBER: APPOINTMENT DATE: APPOINTMENT TIME: DESTINATION FACILITY: Brooklyn DC # OF TRUCKS: 1 RAINBOW PO# RAINBOW SKU # PACK CODE PIECES PER CARTON PIECES CARTONS PALLETS WEIGHT COMMENTS M M M Sub-Total M M M M Sub-Total M M M M M M Sub-Total GRAND b

31 RAINBOW APPAREL MERCHANDISE VENDOR MANIFEST Page 1 of 3 DATE: 9/9/13 VENDOR NAME: TART CONTACT: Isabella TELEPHONE: Isabella@tart.com CARRIER: ARCHER TRANSPORT ORIGIN FACILITY: _Briarwood, NY. VENDOR # APPOINTMENT NUMBER: APPOINTMENT DATE: APPOINTMENT TIME: DESTINATION FACILITY: BROOKLYN DC # OF TRUCKS: 4 RAINBOW PO# RAINBOW SKU # PACK CODE PIECES PER CARTON PIECES CARTONS PALLETS WEIGHT COMMENTS P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total PAGE 13, lbs 28c

32 RAINBOW APPAREL MERCHANDISE VENDOR MANIFEST Page 2 of 3 DATE: 9/9/13 VENDOR NAME: TART CONTACT: Isabella TELEPHONE: Isabella@tart.com CARRIER: ARCHER TRANSPORT ORIGIN FACILITY: Briarwood, NY VENDOR # APPOINTMENT NUMBER: APPOINTMENT DATE: APPOINTMENT TIME: DESTINATION FACILITY: BROOKLYN DC # OF TRUCKS: 4 RAINBOW PO# RAINBOW SKU # PACK CODE PIECES PER CARTON PIECES CARTONS PALLETS WEIGHT COMMENTS P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total P lbs lbs Sub-total PAGE 13, lbs 28d

33 RAINBOW APPAREL MERCHANDISE VENDOR MANIFEST Page 3 of 3 DATE: 9/9/13 VENDOR NAME: TART Clothing Co. CONTACT: Isabella TELEPHONE: Isabella@tart.com CARRIER: ARCHER TRANSPORT ORIGIN FACILITY: Briarwood, NY. VENDOR # APPOINTMENT NUMBER: APPOINTMENT DATE: APPOINTMENT TIME: DESTINATION FACILITY: BROOKLYN DC # OF TRUCKS: 4 RAINBOW PO# RAINBOW SKU # PACK CODE PIECES PER CARTON PIECES CARTONS PALLETS WEIGHT COMMENTS P lbs P lbs P lbs lbs Sub-total P lbs P lbs P lbs P lbs P lbs P lbs lbs Sub-total P lbs P lbs lbs Sub-total P lbs lbs Sub-total P lbs P lbs P lbs lbs Sub-total P lbs P lbs P lbs lbs Sub-total P lbs P lbs lbs Sub-total SKU # PAGE 10, lbs GRAND 36, lbs 28e

34 GOH VENDOR STYLE IDENTIFICATION SHEET PO# MFGSTYLE # QTY COLOR#/NAME 29

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36 Partial List of Violations That May Result in Charge-Backs or Refusal to Accept Delivery * 1. Transportation Charge-back - failure to follow Routing Guide 2. Cartons not properly marked with Vendor name and address and Rainbow s name and address. 3.Cartons not properly marked with P.O.#, vendor style#, quantity per carton, color, size, scale weight, dimension, and appointment number for parcel carriers (FedEx, UPS, DHL etc.) 4. Cartons not palletized/shrink wrapped by PO #, style/color prior to delivery 5. No packing slip on lead carton of shipment or attached to BOL 6. Charge-back for freight on returned goods 7. Merchandise received after "cancellation" date of P.O. 8. Merchandise received prior to "ship on" date of P.O. 9. Invoice not tendered per billing instructions 10. Number of cartons not shown on invoice 11. Invoice contains wrong P.O. or no P.O. or wrong style # per PO# 12. More than one P.O. on one invoice 13. Concealed shortage at warehouse 14. Style substituted without Buyer approval 15. Over shipped merchandise - more than P.O. quantity 16. Wrong colors per P.O. 17. Proper hangers not used 18. Received not bundled or not ticketed per P.O. instructions 19. Bundled wrong (as opposed to not bundled -- needs re-bundling) 20. Partial bundling Loose pieces in cartons 21. Incorrect size assortment 22. Incorrect ticketing had to be re-ticketed 23. Recall Goods 24. Freight Charge 25. GOH Vendor style identification sheet not provided. *This is a partial list. See P.O. document for complete listing and amounts. 31

37 Maintained Markup Agreement and Purchase Orders If a Seller has signed a separate Maintained Markup Agreement (the MMA ) with Rainbow Apparel Distribution Center Corp. or The New And Beyond, Inc., at any time on or before the issuance of any Purchase Order, that Purchase Order and any Purchase Order issued since February 1 st of the year that the MMA was signed by the Seller, as well as all subsequent Purchase Orders issued thereafter, shall be subject to all of the terms and conditions set forth in the MMA, unless the MMA provides otherwise. 32

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