Ingram Book Group Inc. Publisher Alliance

Transcription

1 Ingram Book Group Inc. Publisher Alliance Publisher Required Terms 1. EDI Compliance a. Publishers with an annual net sales volume with Ingram Book Group (IBG) exceeding $200,000 for the prior calendar year must establish an EDI relationship with IBG to allow for accurate and expedient transmission of information and data. For instructions on how to establish an EDI relationship, b. Publishers with less than $200,000 in annual net sales should make every effort to provide EDI capabilities, including Ingram s proprietary bibliographic Excel format. Until the capability is in place, all transmissions will be placed and received through Suppliway, Ingram s information and data transmission system accessed through ipage. 2. Title and Image Submission a. New title information must be provided to Ingram Data Management at least six (6) months in advance of publication. New title information should contain the recommended data points identified by the BISG Product Metadata Best Practices. The requirements can be found at bisg.org. Data transmission must be conveyed electronically via ONIX International, version 2.1 or higher via FTP, CD-Rom, DVD or ; Suppliway via ipage; or proprietary bibliographic Excel format via FTP, CD-Rom, DVD or . b. Cover images must be provided at least four (4) months in advance of publication and in the format identified on ipage. Stock or templated images are not acceptable if they differ from the final jacket image. IBG reserves the right to use the book jacket images in their entirety, book jacket flap copy, and table of contents in its promotion and sale of the Publisher s titles. c. Catalogs or sell-sheets, (either print or electronic are acceptable), must be provided at least six (6) months before the earliest title in the catalog goes on sale. d. Drop-in titles must be submitted to IBG via EDI, ONIX or Suppliway. Suppliway being the most preferred method. e. Information about titles that have been previously statused as out of stock or out of stock indefinitely, that return to print, must be submitted to IBG via EDI, ONIX or Suppliway. f. Publisher s ONIX feeds must be BISG certified at 90% using version 2.1 or the latest version used by IBG. 3. Price Changes and Discount Changes a. Publishers must notify IBG of all price and discount changes via EDI, ONIX or Suppliway prior to shipping. If there is a difference between the list price on the Purchase Order Acknowledgement (POA) and the list price on the invoice, IBG will pay the lower of the two prices. If a POA was not received, and there is a difference between IBG s purchase order (PO) and the list price, IBG will pay the lower of the two prices. List price or discount changes may be sent to IBG via EDI, ONIX, POA, or entered through Suppliway. Page 1 of 8

2 4. Substitutions a. No substitutions will be accepted. If the EAN ordered indicates an incorrect binding type (i.e., cloth v paper), send the binding type associated with the EAN ordered. If the edition order is superseded by a new version, contact your buyer before filling the order. IBG will return books shipped incorrectly and freight and handling will be charged to the Publisher. 5. Super Saving Pricing a. Titles with super saving prices must have a separate EAN. 6. Purchase Orders (PO) IBG s PO designations are as follows: H = Hot R = Replenishment N = Not Yet Published S = Club These letters appear as a suffix on IBG PO s. a. Publisher must process orders immediately upon receipt of an IBG PO. IBG must receive the POA within two (2) business days after the PO is sent. The POA must note status, discount and price changes. IBG reserves the right to cancel any unfilled PO at any time. Any product received after the PO cancellation date may be returned by IBG at the Publisher s expense. Publisher must also provide IBG with an explanation for all unshipped product via EDI, ASN or Suppliway. b. IBG may order titles in any quantity and may sell them to any of our customers or channels at our sole discretion. Publisher may not cancel any or part of our orders based on customer or channel restrictions. 7. Hot POs a. Hot POs are designated with an H suffix in the PO and should be given priority handling. Hot POs must be filled within thirty (30) days of creation or the PO will be cancelled. Publisher must notify IBG if any product is temporarily out of stock and must include any available back-in-stock dates for the title. This notification must be provided via EDI, ASN or Suppliway. Publisher must ship or have product ready for pick-up within five (5) working days of receipt of an IBG purchase order. If product is temporarily out-of-stock, the Publisher will ship any such product within five (5) working days of the date it is restocked, provided such time is before the POs cancellation date. b. Publisher fill rate should be 100% on all hot POs placed by IBG. IBG s fill rate is measured 30 days from the date on the PO. 8. Replenishment POs a. Replenishment POs are designated with an R suffix in the PO and must be filled by the Publisher within sixty (60) days of creation or the PO will be cancelled. Publisher must notify IBG if any product is temporarily out of stock and must include any available back in stock dates for the title. This notification must be provided via EDI, ASN or Suppliway. Publisher must ship or have product ready for pick-up within five (5) working days of receipt of an IBG purchase order. If product is temporarily out-of-stock, the Publisher will ship any such product within five (5) working days of the date it is restocked, provided such time is before the POs cancellation date. b. Publisher fill rate must meet or exceed 95% on all replenishment orders placed by IBG. IBG's fill rate is measured sixty (60) days from the date on the PO. 9. Not Yet Published (NYP) POs a. NYP POs are designated with an N suffix in the PO and will be cancelled if not filled by Publisher within two hundred seventy (270) days from the original publication date. If a publication is going to be delayed, IBG must be notified two (2) months in advance via EDI, ONIX or Suppliway. Page 2 of 8

3 b. NYP product must not arrive more than three (3) weeks before publication date. Publisher must ship or have product ready for pick-up no more than five (5) days after the title is available for shipment. 10. Club POs a. Club POs are designated with an S suffix in the PO number. See Club Business section below for more information. 11. Packing and Identification a. All product must be packaged and shipped in accordance with the requirements as detailed in Appendix IV or on the most updated version posted on ipage. All books and related material must have a unique, scanable EAN. If Publisher supplies non-book product, Publisher must have a unique, scanable UPC code on the product. 12. Delivery a. All shipments must be sent as detailed in Appendix IV or on the most updated version posted on ipage. Shipments must be segregated by PO suffix and clearly marked. POs cannot be mixed in a carton. Cartons of titles with the same EAN must not be spread among several skids. b. Invoices must not be included in shipments. If the PO number is included on the outside of the carton, do not include a packing slip. c. Title and risk of loss for all shipments remain Publisher s responsibility until IBG takes delivery at an IBG Distribution Center (DC) or picks up from a designated consolidation point. Publisher is responsible for providing an acceptable Proof of Delivery (POD) to IBG. An acceptable POD must clearly show the signature of the IBG associate who accepted delivery. IBG may request POD after receipt of invoice. Publisher s POD must be produced within sixty (60) days of IBG s request. IBG will verify and process the POD within sixty (60) days of receipt from Publisher and make the appropriate adjustment, if necessary, on the next scheduled payment to Publisher. The POD weight must support full shipment, including cartons and skids. d. Misdirected shipments will be returned to Publisher at Publisher s cost and handling. e. IBG strongly encourages the Publisher to have a 24 hour tracking information system, such as Oasis or a similar system. 13. Invoices a. Publisher shall provide IBG with line item detail electronic invoices within thirty (30) days of shipment. Purchase orders shall not be combined on an invoice. No freight charges are allowed on the invoice. All invoices must include a unique EAN for each title. Do not include invoices with shipments. The date on the invoice must not be earlier than date of shipment. b. Publisher should not rely on IBG to request a POD. If an invoice is not paid when due, Publisher should automatically request a POD. IBG will not pay partial invoices. 14. Payment and Statements a. IBG will purchase product from Publisher based on the purchasing terms outlined in Appendix I. IBG payment terms are net ninety (90) days from invoice based on IBG s month end pay date. Payment is predicated upon IBG s sale of Publisher product. In the event of slower than anticipated sales, IBG reserves the right to pay for the product sold, less an amount in anticipation of IBG s customer returns. Any debit balance of more than sixty (60) days must be paid by check or wire transfer by Publisher to IBG. Page 3 of 8

4 b. Publisher shall provide monthly electronic statements to IBG with invoice and credit detail. Balance forward statements are not acceptable. IBG reserves the right to exercise any cash or early payment discounts offered by Publisher solely at its option. c. Publisher must reconcile with IBG at least once (1) a year through the assigned Accounts Payable representative. Publisher must not pre-bill. 15. Returns a. Publisher will issue credit for returns of titles currently in print within thirty (30) days of receipt of POD if required by IBG. No invoice information will be required by IBG. If IBG does not have a sufficient account balance against which to apply credit, then at IBG s discretion, IBG may request payment by check. Publisher is required to provide payment by check within sixty (60) days of request unless Publisher s account balance becomes sufficient during that time period. b. Publisher must request a POD for any disputed returns. Publisher shall issue credit by the next regularly scheduled statement for all valid PODs received. c. Damaged or Defective Product Received from Publisher IBG may return any damaged or defective product to Publisher. Publisher shall be charged the freight for all damaged and defective returns. Product shall be returnable by IBG for 100% credit without attachment of special labels or invoice numbers. d. Overstock Product Product, which is substantially overstocked by IBG, will be returned to Publisher for full credit. Overstock returns will be identified by an XX in the OE number on the return documentation. IBG takes no responsibility for the condition of overstock returns. e. Customer Returns Customer returns are processed directly back to the Publisher for full credit. Customer returns will be identified by an L in the order number on the return documentation. IBG takes no responsibility for the condition of customer returns. f. Titles with a Status Change Publisher shall immediately notify IBG via EDI, ONIX feed or Suppliway in the event the Publisher s product becomes non-returnable, out-of-print, out-of-stock, out-of-stock indefinitely, not the Publisher s product, and/or no longer distributed. This notice must include the EAN. In the case of superseded titles, notice must also include both the prior edition ISBN/EAN and the new edition EAN. IBG, at its discretion, will return statused product up to six (6) months after IBG receives notification of the status change. g. Returns Made in Error Any returns made by IBG to Publisher which are deemed as Not our Product or exceed the six (6) month status change deadline by Publisher, must be submitted on IBG s Unacceptable Return Expedite Form located on ipage under the Information Tab. Refused return processing can take up to thirty (30) days. Once Publisher s claim has been processed, IBG will send Publisher a Control Number and a Disposition Report including instructions. The Disposition Report must be included with Publisher s return shipment to IBG, if IBG authorizes product to be returned. The Disposition Report will indicate the IBG DC and address to which Publisher shall ship the return if so directed in the disposition. If the refused returns meet the requirements of this section, the return will be recognized and reflected as a credit on Publisher s statement. Page 4 of 8

5 16. Coop Advertising a. Publishers must execute an IBG Wholesale Cooperative Marketing Agreement on an annual basis. See Appendix II. Coop monies available to retailers are separate and apart from any wholesale coop funds. IBG does not allow Publisher to exclude titles or specific channel sales from the calculation of IBG s pool unless an agreement is reached before the tracking period. b. Wholesale coop funds cannot be utilized to offset pass through discounts. c. All space advertising will be deducted from the Publisher s account either 1) the month in which the advertising appears or 2) the month following the advertisement s appearance depending on the venue. If IBG does not have a sufficient account balance against which to apply credit, then at IBG s discretion, IBG may request payment by check. Titles must be set-up and active in all IBG systems prior to booking any advertising. All scheduled advertising is binding upon the Publisher. Requests to cancel advertising must be made in writing prior to the close date of scheduled advertising placement. 17. Incentives a. Publisher must supply an EAN list of all incentive eligible titles in January of each year. All incentive payments must be finalized and received no later than June 30 th of the following year. Any unpaid incentive balances will be deducted from the Publisher s July statement. 18. On-Sale Date/Affidavit Titles a. For any product subject to an affidavit, Publisher must provide IBG with advance notice of all official on-sale merchandise at the time the order is placed. All on-sale merchandise will be shipped to arrive at the IBG consolidation point fifteen (15) working days before the on-sale date or ten (10) working days before the on-sale date if delivered to the IBG DCs directly. 19. Publisher Contacts a. At all times, IBG must have a designated accounting, logistics, metadata and sales contact for the Publisher. IBG strongly encourages sales contacts to make calls at IBG in LaVergne, TN. In the event Publisher s designated contact changes, Publisher must provide notice of the change to IBG in writing. Publishers must establish their selling schedule with their buyer. 20. Club Business a. All Club cartons must all be segregated and each carton must have an S PO number clearly marked on all cartons. Extra care must be taken to ensure that shipments from a bindery are marked correctly and can be tracked for a correct arrival time. b. Publishers must maintain an internal logistics contact responsible for providing IBG with shipment information for the Club business. If Publisher ships titles that are part of a Club assortment, all titles must ship together. Do not hold orders to fill a truck or split shipments of reorders. Publisher must inform IBG in the event a PO cannot be filled. c. Publisher is responsible for meeting all shipment and arrival dates established by Ingram in order to deliver by Club deadline. Product should not arrive at IBG more than three (3) weeks before the DC required date without Ingram approval. Extra care must be taken to ensure timely delivery of product that must ship to Alaska, Hawaii and Puerto Rico. If a slot date is missed, Publisher will be responsible for any resulting fees and extra shipping incurred by IBG. d. If Publisher has product placed at a Club, Publisher s Club sales representative must meet with the Club team each publishing season. The IBG Club Group must be updated directly with all publication changes and publicity for any title IBG supplies to Club. e. Publishers are responsible for accepting all Club returns regardless of the quantity or condition. IBG does not remove stickers. Page 5 of 8

6 21. Third Party Distribution a. If a Publisher wishes to establish its business relationship with IBG through a third party distributor, Publisher must provide written notification to IBG identifying the name of distributor, effective date of distribution, returns cut-off date, and a specific list of titles (including ISBN/EAN). Publisher must also provide information about the handling of open POs and any possible terms changes. Any debit balance exposure on the Publisher s current account must be paid in full by the Publisher. Debit balances will not be forwarded to the new distributor. 22. Special Offers a. Any special terms of sale or opportunities affecting payment terms, freight, discounts, placement/position fees, marketing development money, or promotional allowances offered by Publisher to customers similar to IBG must also be offered to IBG. 23. Subscription to ipage a. ipage is the primary way IBG communicates with its Publishers. Publishers are required to maintain an active ipage account to access Suppliway, keep informed of IBG policies and procedure changes and access Publisher specific information. 24. Volume Sets a. Volume sets must be clearly identified and packaged as a set with a unique EAN barcode. Publisher must also invoice as the sets ship. Individual units in the set will be so identified on the shipping pack list and must have their own EAN(s). For more information on IBG Guidelines for Packaging and Labeling Multi-Volume Sets, visit ipage. 25. Chargebacks a. Non-compliance with IBG s Publisher Requirements will result in a charge back to the Publisher as identified in Appendix III to these requirements. 26. Termination of the Publisher Relationship a. Either party may terminate the relationship with sixty (60) days prior written notice. If a Publisher is in a debit balance with IBG for more than four (4) months, IBG reserves the right to immediately terminate its business relationship with the Publisher. 27. Modifications of Requirements a. From time to time it may be necessary for IBG to modify these Publisher requirements. Modifications will be posted to the Publisher Bulletin Board on ipage at least thirty (30) days prior to the planned effective date. Publisher is responsible for reviewing the Publisher Bulletin Board section on a periodic basis. Any questions regarding these requirements should be directed to your Buyer. 28. Force Majeure a. Whenever performance by IBG or Publisher of any of their respective obligations, other than the obligation to make payment of money due hereunder, is substantially prevented by reason of any act of God, strike, lock-out, or other industrial or transportation disturbance, fire, lack of materials, law regulation or ordinance, terrorist, war or war conditions, or by reason of any other matter beyond the affected party s reasonable control, then such performance will be excused and this Agreement will be deemed suspended during the continuation of such prevention and for a reasonable time thereafter. 29. Indemnifications Publisher represents and warrants for all product presented by Publisher to IBG for sale: a. that Publisher is the owner of the product and all copyrights related thereto, or has the authority to sell and distribute the product in accordance with the terms hereof; Page 6 of 8

7 b. that the product is not libelous, defamatory, or obscene; c. that the product, its sale, or distribution does not infringe any copyright or violate any privacy or other right of any person; d. that the product does not contain any recipes, formulae or instructions that, if implemented, might be injurious to the user or others; and e. that the Publisher will promptly notify IBG in writing if it receives or otherwise becomes aware of a claim alleging facts which if true would be a breach of any of the foregoing representations or warranties. Publisher agrees at its expense to defend IBG and indemnify and hold IBG harmless for all loss, costs, expenses and damages incurred by IBG in connection with any suit, claim, or proceeding brought against IBG claiming or alleging facts which if true would be a breach of any of the foregoing representations or warranties. Such a defense is conditioned on the following: a. IBG shall notify Publisher promptly in writing if it receives any notice of a claim for which it intends to claim indemnification from Publisher; b. Publisher shall have the sole control of the defense of any action of such claim and all negotiations for the settlement and compromise; provided, however, that no claim will be settled regarding IBG s liability without the express written consent of IBG. IBG shall cooperate fully with Publisher, at Publisher s expense, in the defense of such claim but may have, at IBG s expense, separate counsel. IBG s written consent to any settlement and all other equitable relief pertaining to IBG s liability must be obtained before executed by Publisher, and; c. Should any product or the sale or distribution thereof become, in Publisher s opinion, likely to become the subject of a claim which, if true, would constitute a breach of the above representations and warranties, IBG shall permit Publisher, at its option and expense, either to procure for IBG the right to continue the sale or distribution of the product or to grant IBG the right to return the product regardless of condition for full credit. The credit shall be equivalent to the purchase price plus shipping and handling costs incurred by IBG. 30. Non-exclusivity a. IBG reserves the unrestricted right to solicit and make direct sales of the product of Publisher or anyone else to any person, retailer, institution, or distributor, at any location, and to appoint such additional dealers, distributors, or brokers for products as in IBG s sole judgment may be desirable, without obligation to Publisher of any kind. 31. Business Information a. All business information, trade secrets, and materials containing business information provided by IBG to Publisher in any format and on any media, including but not limited to lists of present or prospective customers or of persons that have or shall have dealt with IBG or purchased Publisher s products through IBG or otherwise, personnel acquisition plans, and other business affairs of IBG learned by Publisher, are and shall be treated as confidential both during and after the term of this Agreement. Such information or materials may be used only to perform services pursuant to this Agreement, and shall not be used for the benefit of Publisher. Publisher acknowledges and agrees that any breach of this provision will cause irreparable injury to IBG and that money damages are not an adequate or sole remedy. In addition to any other rights or remedies that may be available to IBG, IBG shall be entitled to appropriate injunctive relief or specific performance against Publisher or its officers and employees to prevent any breach of this provision. If IBG needs to enforce its rights under this paragraph, it shall be entitled to recover from Publisher its damages, expenses and attorney s fees. Page 7 of 8

8 32. Notices a. All notices required or permitted to be given under any provision of these Terms shall be in writing and either personally delivered or sent by telephone facsimile, United States Mail as certified mail, postage prepaid, or by overnight delivery through a reputable services such as Federal Express, bearing the address of the respective party as hereinafter set forth, unless another address is specified in writing. 33. Successors and Assigns a. These Terms and the rights and obligations of Publisher, may not be assigned in whole or in part or transferred by Publisher without prior written consent of IBG. 34. Contract a. These Terms and all documents referenced within these Terms, together with all Appendices to these Terms supersede all prior agreements and understandings between the parties. 35. Applicable Law a. These Terms shall be governed by and interpreted in accordance with the laws of the State of Tennessee. 36. Standards of Business Conduct a. It is the policy of IBG to deal fairly and objectively with each Publisher. IBG s choice of Publishers is based on price, quality, and quantity of product needed, availability of product, product recognition, and marketing support. b. IBG adheres to the highest ethical standards and expects Publisher to do likewise. Compliance with federal, state and local laws applicable to IBG and Publisher is essential. Business related bribery is a criminal offense. The offer or acceptance of any commission, bonus, fee, compensation, trip, loan, excessive gift or entertainment constitutes a lack of integrity and is violation of IBG policy. A gift or entertainment is excessive if, in the judgment of disinterested persons, accepting the gift or entertainment might impair or give the appearance of impairing one s ability to act solely in the best interest of IBG; under no circumstances shall the value of a gift or entertainment exceed $100. c. IBG associates are required to avoid engaging in any situation that would constitute or have the potential of constituting a conflict of interest. The term conflict of interest describes any situation where the associate is unable to act in a fair, objective manner when involved in business dealings on behalf of IBG. Situations such as acceptance of free trips from Publisher, use of Publisher s private planes for personal trips, excessive gifts, and stock ownership in Publisher are considered conflicts of interest and are in violation of IBG policy. d. IBG associates are expected to report immediately to the office of IBG s corporate counsel any offers or incidents that appear to constitute a conflict of interest. Publisher is asked to report any violations to IBG s corporate counsel. Page 8 of 8