VENDOR COMPLIANCE MANUAL
CBOCS Distribution, Inc. VENDOR COMPLIANCE MANUAL July 1, 2010 (as revised April 2013) 1 Table of Contents WELCOME I INTRODUCTION .................................................................................... 4 II CONTACTS ............................................................................................ 10 III INSURANCE REQUIREMENTS ........................................................ 14 IV PURCHASE ORDERS .......................................................................... 15 V TICKETING........................................................................................... 21 VI APPAREL SPECIAL LABELING INSTRUCTIONS ....................... 26 VII PRODUCT PACKGING ...................................................................... 30 VIII PRE-PRODUCTION SAMPLE REQUIREMENTS ........................ 34 IX PRODUCTION SAMPLE REQUIREMENTS .................................. 35 X DOMESTIC SHIPMENTS AND INVOICING .................................. 36 XI NEW STORE OR DIRECT-TO-STORE SHIPPING ....................... 40 XII DIRECT IMPORTS-C-TPAT.............................................................. 42 XIII DIRECT IMPORTS-CARTON PACKAGING ................................ 45 XIV DIRECT IMPORT-TRANSPORTATION ......................................... 47 XV ACCOUNTS PAYABLE-DIRECT IMPORT .................................... 53 XVI NON-COMPLIANCE CHARGEBACKS ......................................... 54 XVII QUALITY ASSURANCE .................................................................... 57 XVIII BRANDED PACKAGING REQUIREMENTS ................................ 68 XIX PUBLIC DISCLOSURE ..................................................................... 69 XX FOOD RELATED PRODUCT REQUIREMENTS .......................... 70 XXI CONFIDENTIALITY AGREEMENT................................................ 72 XXII ACKNOWLEDGEMENT .................................................................... 75 REV. 8-1-12 2 To: Cracker Barrel Old Country Store Vendors Welcome to Cracker Barrel Old Country Store. We are proud to have you as a valued vendor for our company. The information in the attached pages has been developed to help you understand CBOCS Distribution Inc. (“Cracker Barrel”) policies, procedures, requirements, standards and consequences. There are significant changes to our policies to reflect an elevated level of requirements consistent with our guest’s expectations. Cracker Barrel will enforce the expectations outlined in the Compliance Manual. Please review thoroughly and ask questions as needed. It will be the vendor’s responsibility to engage support as needed. It is vital that your company comply with our requirements to help make our alliance efficient and cost effective. Cracker Barrel reserves the right to amend and re-publish these guidelines as necessary. This information supersedes all previous editions of the Vendor Compliance Manual, as well as previous notifications and instructions issued by Cracker Barrel. You may copy this document and distribute it to the appropriate individuals within your organization. By following these guidelines, you will help to ensure prompt acceptance of your products and help to get your products to the sales floor faster. If you have any questions or concerns with these guidelines, please contact [email protected]. Thank you for your cooperation. Sincerely, CBOCS Distribution, Inc. 3 I. INTRODUCTION This manual is designed to assist retail vendors and other suppliers (hereinafter “Vendor” or “Vendors”) in preparing merchandise and exchanging documents with CBOCS Distribution, Inc. doing business as Cracker Barrel Old Country Store (hereinafter “Cracker Barrel”). The Vendor must not deviate from the terms and conditions set forth in this manual without advance written permission from Cracker Barrel. This manual is not inclusive of all requirements. For further information, please contact the appropriate department as required. Our Mission Some companies pride themselves on long-winded and complicated mission statements, but that’s just not our way. In fact, since the very first Cracker Barrel Old Country Store® location opened in 1969 in Lebanon, Tennessee, we’ve kept things pretty simple. The way we see it, our mission is to “please people”. Nothing more; nothing less. And if we do that, we have more than a fair chance of success. If everyone who walks in our front door gets a warm welcome and a good meal at a fair price; if they enjoy browsing through our old country store; if all our employees and vendors are treated fairly and with respect; if we do all those things, well then, we figure the business will take care of itself. And fortunately, so far, it has. About Cracker Barrel Stepping into a Cracker Barrel Old Country Store® location is like traveling back to an era when stopping on the road for a meal was special. Out front there’s a welcoming front porch filled with cozy rocking chairs. Pass through our wooden doors and walk into a real country store and restaurant. At every turn there’s something new and old to behold: cast iron cookware, oldfashioned candy treats, collectible figurines, classic children’s toys, genuine antiques and memorabilia hanging from the ceiling. It’s all part of the charm of Cracker Barrel. Cracker Barrel Old Country Store, Inc. operates over 622 units in 42 states. CBOCS Distribution, Inc. is a wholly-owned subsidiary of Cracker Barrel Old Country Store, Inc., a publicly held corporation whose common stock is traded on the NASDAQ Stock Market under the symbol CBRL. Code of Ethics for Vendors Our Vendors must: • Demonstrate ethical treatment of all employees, suppliers and product purchasers. • Maintain the highest level of integrity in all transactions. 4 • Provide quality products that meet Cracker Barrel specifications. • Assume responsibility for all corrective actions regarding substandard products. • Provide strict adherence to all purchase order, packing and transportation requirements. • Comply with all federal and safety requirements. • Commit to timely communication of potential issues and/or questions. Gift & Gratuity Policy Purpose: These guidelines apply to all employees, regardless of position and are intended to clarify the existing policy. By raising employee awareness and providing written guidance, it is hoped that all employees will understand what is expected of them, and will help ensure compliance consistent with our corporate practices and culture. This policy has some absolute prohibitions, which must be strictly enforced, but is largely a policy of disclosure and approval. When in doubt, please consult your supervisor or the Legal Department. A failure to report under this policy, or report accurately, will be grounds for disciplinary action. All vendors and suppliers must comply, as well. Policy: All transactions involving Cracker Barrel must be impartial arms’ length transactions for legitimate business reasons. All relationships between Vendors doing business with Cracker Barrel and its employees must likewise be conducted with the highest ethical and moral standards that do not violate law or policy. Accordingly, Cracker Barrel employees may give or receive token gifts which are common in the conduct of normal business, but Cracker Barrel employees may never accept or request gifts/gratuities which may improperly influence the judgment of any employee or individual or violate the guidelines below: 1. Employees must not give to, request, or accept from any current or prospective Vendor cash, cash equivalents, gratuities, favors or gifts for personal use or benefit that are, or might be construed as being given to secure business or to influence any Cracker Barrel decision. A gift is anything of any value. 2. Employees and their family members must not personally solicit or use cabins, lodges, or retreat facilities or equipment, such as cars or aircraft, owned or provided by Vendors, unless that use is authorized, in advance. 5 3. Employees must not make personal purchases from a Vendor at a discount unless that discount is offered and available to all company employees. 4. Employees may accept from or give to Vendors, courtesy gifts that are related to the company, trade or business (such as coffee mugs, calendars, pens, hats, t-shirts, etc.), in our routine course, but the value of these gifts to any person must not exceed $50 per year. 5. Christmas, holiday or birthday gifts from Vendors are discouraged and should not be accepted by any Cracker Barrel employee or department. Such gifts from Vendors should be returned immediately. If it is not practical or possible to return a Vendor’s gift, it should be submitted to Home Office Human Resources to be used for a legitimate corporate purpose, such as the company annual picnic, for prizes for employee forums, or placed in an area to be shared by all employees. Vendor product samples that are not returned to the Vendor or used by Cracker Barrel must likewise be submitted to Human Resources. 6. Trips, seminar, and/or lodging offered or provide by a Vendor or any employee may only be accepted if it is fully disclosed and approved in advance. Such courtesies must be reasonable in cost, business-related and properly advance the legitimate business interests of Cracker Barrel. Social content must be incidental to the company’s business purposes. 7. Employees may occasionally participate in events with Vendors such as meals, sporting events, athletics, or other entertainment. Any prizes won or awarded to company employees at Vendor events such as gold tournaments, etc. are prohibited unless otherwise allowed by the provisions of this policy. Such prized or awards must be returned to the Vendor or handled as stated in subsection 5 above. Such entertainment must be reasonable in expense and frequency and are permissible only if fully disclosed and approved by the departmental officer, preferably in advance of the event. Any such event must facilitate the discussion of business, advance good business relationships, or serve other demonstrable business purpose. All entertainment must be within the bounds of good taste, company policy and the law, since Cracker Barrel employees are representatives of the company when involved in such activities, regardless of the time or place. 8. Any meal, entertainment or other business related expense that will ultimately be paid by Cracker Barrel in the course of administering a professional services arrangement or consulting contract, etc., as a reimbursable expense must be paid by the Cracker Barrel employee rather than the Vendor. The Cracker Barrel employee should then submit an accurate expense form stating the business purpose of the event. 9. Cracker Barrel employees may engage in foreign travel in furtherance of their corporate responsibilities. Sometimes, local customs may require that the employee 6 exchange gifts with Vendors or other gratuities be provided. While Cracker Barrel strives to respect local customs, gifts of this nature should not be exchanged without first receiving the approval of an officer or the President. Any gift received cannot be kept by the individual employee and must be submitted to Home Office Human Resources as stated in subsection 5 above. The gift must always be appropriate and should never create the appearance of impropriety in the business transaction or relationship. 10. Any meal, lodging, entertainment or any other expense paid or submitted by a foreign Vendor or anyone at or under their direction, must be reasonable, business related and accurately disclosed to the supervising officer. Whenever possible, approval should be obtained before receipt of the gift/gratuity occurs. Under no circumstances shall a Cracker Barrel employee or family member receive of request any form of cash payment, subsidy or other financial arrangement or benefit from an existing or prospective foreign/import vendor. Any transaction outside of the United States must comply with all laws of the applicable country and the laws of the United States, including the Foreign Corrupt Practices Act. 11. Employees must not solicit Vendors for gifts, donations or contributions in cash or kind for Cracker Barrel events or activities, unless pursuant to a specific marketing contract, negotiated sales promotion agreed upon by both parties or for Cracker Barrel company events or activities after approval by a Cracker Barrel officer. Labor & Ethics Compliance Standards At Cracker Barrel, we view our Vendors and their subcontractors and suppliers as an integral element of the company’s business success. The company strives to select Vendors that adopt strong ethical standards, conduct its operations in a manner that respects the rights of its employees and demonstrate careful stewardship of the environment. As Cracker Barrel expands its retail activities, the company recognizes that the selection of Vendors has a direct impact on the company’s reputation and brand image. Labor Standards and Practices We expect our Vendors, as well their subcontractors and suppliers, to operate their facilities and conduct employee relations in an ethical manner and to meet the requirements stipulated by law in their respective host countries. This includes, but is not limited to, laws and regulations relating to labor, compensation, work hours, health and safety, and the environment. All applicable trade agreements and local laws, including those applicable to importing into the U.S. and other countries, must be followed, as well as adherence to the Foreign Corrupt Practices Act. Labor Practices • Cracker Barrel Vendors and their subcontractors and suppliers will never use forced, indentured, or prison labor in the supply of materials or products. • Cracker Barrel prefers that its Vendors, their subcontractors and suppliers, hire no worker under the age of 16. If local regulations stipulate compulsory education up to an age greater 7 • • • • than 16, that regulation will apply. Under no circumstances will Cracker Barrel accept employment of workers under age 14. All employment must be strictly voluntary. Factories must also respect the workers’ right of free association and should not interfere with the legal exercise of the right to free association. Corporal punishment and physical and mental coercion are prohibited. Every Vendor employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse. Vendors, their subcontractors and suppliers, must not discriminate in hiring and employment practices on grounds of age, race, and gender, and national origin, political or other opinion. Compensation • Vendors, their subcontractors and suppliers will not pay less than the minimum wage (including trainees) in accordance with local labor laws. Workers will be fairly compensated to a similar standard for overtime work. Work Hours • All overtime, as defined by local regulations or practice will be strictly voluntary and will be duly compensated. • As a normal practice, the maximum number of working hours, including overtime, must not exceed 60 hours per week. Local government regulations will be followed if they require fewer than 60 hours per week. • As a normal practice, workers should receive a minimum of one day off in seven days. Health & Safety • Vendors must provide a safe and healthy work environment. • Fire prevention equipment must be accessible and Vendors must conduct prevention and evacuation training. • Restrooms should be clean, operational and available for all Vendor employees. Environment • All local laws and regulations must be met and operations conducted in a manner that conserves resources. • All waste materials and production by-products should be disposed of properly and in an environmentally responsible way. Country of Origin and United States Federal Laws & Regulations In addition to the obligation by Vendor to warrant that any product(s) shipped pursuant to any purchase order shall be fit and safe for the use for which it was manufactured and intended, it shall be Vendor’s responsibility to ensure that all products, including packaging and labeling, either proposed for sale or sold to Cracker Barrel meet or exceed compliance with the requirements of laws of the country of origin and all applicable United States Federal and State laws and regulations, including, at minimum and without limitation, the laws and regulations listed below: 8 • • • • • • • • • • CPSIA to include ASTM Toy Safety Standard F963-08 Rules and Regulations Under the Textile Fiber Products Identification Act Federal Hazardous Substances Act Flammable Fabrics Act Fair Packaging and Labeling Act CTPAT 10+2 Age Determination Made in the USA Claim All applicable state laws Cracker Barrel stipulates, and Vendor acknowledges and agrees, that compliance with all applicable laws shall be a condition precedent to any obligation in whole or in part of Cracker Barrel under the purchase order or manual. If a shipment, or any portion of a shipment, is determined to include product(s) which is non-compliant, defective or otherwise subject to return, the entire shipment or portion may be rejected by Cracker Barrel and returned to Vendor at Vendor’s sole cost and expense. In addition, at the option of Cracker Barrel, in its sole discretion, any returned product(s) or shipment shall be subject to refund, repair, or replacement by vendor, at vendor’s sole cost and expense. Payments by Cracker Barrel to Vendor for product(s) prior to inspection shall not constitute acceptance of the goods, and Cracker Barrel reserves the right to hold for Vendor or return to Vendor, at Vendor’s sole cost and expense, any rejected product(s). Violation of the foregoing may result in immediate termination of this Agreement and any purchase orders without any liability to Cracker Barrel. 9 II. CONTACTS PRODUCT DEVELOPMENT CONTACTS: Department Fax: 615-235-4065 DIRECTOR OF PRODUCT DEVELOPMENT Sunna Lee Phone: 615-235-4163 MERCHANDISE VENDOR COMPLIANCE [email protected] [email protected] EXECUTIVE SECRETARY Brandy Wrye Phone: 615-235-4167 SENIOR PACKAGING SPECIALIST Becky Allen Phone: 615-235-4132 [email protected] [email protected] RETAIL QUALITY ASSURANCE [email protected] MANAGER RETAIL QUALITY ASSURANCE Lisa White Phone: 615-235-4099 RETAIL QUALITY ASSURANCE SPECIALIST Chantelle Mackay Phone: 615-235-4134 [email protected] [email protected] MERCHANDISING CONTACTS: DIRECTOR OF MERCHADISE BUYING Trim the Tree, Outdoor Décor, Indoor Décor Seasonal Accents Mindy Holder Phone: 615-235-4242 Department Fax: 615-235-4065 BUYER SUPPORT Linda Anderson Phone: 615-235-4223 [email protected] [email protected] BUYER Print Media, Personal Care, Wall Décor, Lighting Trey Heckmann Phone: 615-235-4098 ASSISTANT BUYER Gifts and Collectibles Wanda Crook Phone: 615-443-9555 [email protected] [email protected] PLANNER Ana Medero Phone: 615-443-9118 REPLENISHER Kaitlin Wiora Phone: 615-443-9564 [email protected] [email protected] REV. 8-1-12 10 MERCHANDISING CONTACTS: SENIOR BUYER Women’s & Children’s Apparel Deborah Faulkner Phone: 615-235-4264 Department Fax: 615-235-4065 BUYER SUPPORT Jacinta King Phone: 443-9584 [email protected] [email protected] BUYER Women’s & Children’s Accessories Gennie McClendon Phone: 615-235-4363 [email protected] REPLENISHER Kim Schuster Phone: 615-443-9351 [email protected] PLANNER Thomas Jacober Phone: 615-235-4217 [email protected] SENIOR BUYER: Toys, Plush, Convenience Karen Smith Phone: 615-443-9586 BUYER SUPPORT Kim Manley Phone: 615-443-9225 [email protected] [email protected] PLANNER David Ramos Phone: 615-235-4428 REPLENISHER Ziemely Vazquez Phone: 615-235-4267 [email protected] [email protected] BUYER Food: Candy, Grocery Kristie Stein Phone: 615-235-4365 REPLENISHER Chastity Singleton Phone: 615-235-4341 [email protected] [email protected] PLANNER Brook Millsaps Phone: 615-235-4298 [email protected] REV. 11-6-12 11 MERCHANDISING CONTACTS: DIRECTOR OF MERCHADISE BUYING Dinnerware, Drink Ware, Cookware Textiles and Rugs [Vacant] Phone: 615-443-9416 PLANNER April Basham Phone: 615-443-9542 [email protected] BUYER Furniture, Licensed, Men’s Apparel Men’s Accessories John Jankowich Phone: 615-443-9457 [email protected] Department Fax: 615-235-4065 BUYER SUPPORT Felicia Majewski Phone: 615-444-5533 x 7194 [email protected] REPLENISHER Tabitha Smith Phone: 615-443-9118 [email protected] BUYER SUPPORT Miranda Tidwell Phone: 615-443-9233 [email protected] REPLENISHER Kim White Phone: 615-443-9584 [email protected] ASSISTANT BUYER Electronic Media, Books on Audio Kaye Grable Phone: 615-443-9159 PLANNER Bob Quiambao Phone: 615-235-4000 [email protected] [email protected] REV. 8-1-12 12 ACCOUNTING DEPARTMENT CONTACTS Accounts Payable Retail Supervisor Stephanie Massey Phone: 615-443-9135 [email protected] DISTRIBUTION CENTER CONTACTS DC Vendor Compliance Coordinator Ruth Porter Phone: 615-443-9658 [email protected] LOGISTICS DEPARTMENT CONTACTS Logistics Manager [Vacant] Phone: 615-443-9676 Domestic Logistics Coordinator Charlie Lyons Phone: 615-443-9600 [email protected] Department Fax: 615-443-9537 Accounts Payable Retail Coordinator Kim Sanders Phone: 615-443-5533 ext 7009 [email protected] Department Fax: 615-443-9636 Manger of System Support Janie England Phone: 615-443-9715 [email protected] Department Fax: 615-443-9707 International Logistics Supervisor Debi Martin Phone: 615-443-9660 [email protected] Domestic Logistics Coordinator Tish Douglas Phone: 615-443-9712 [email protected] International Logistics Coordinator Sandra Holland Phone: 615-443-9706 Averitt Dedicated Services Tom Adcock Phone: 615-443-9749 [email protected] International Logistics Coordinator Ann Lawrence Phone: 615-443-9665 [email protected] [email protected] REV. 8-1-12 13 III. INSURANCE REQUIREMENTS Proof of coverage must be submitted and approved prior to a purchase order being issued. Insurance certificates evidencing coverage are required to be sent to the Buyer Support. Buyer Support Categories Contact # Contact Email Linda Anderson Trim the Tree, Outdoor Décor, 615- 235-4223 [email protected] Indoor Décor, Seasonal Accents, Print Media, Personal Care, Candles, Wall Décor, Lighting, Gifts and Collectibles Jacinta King Women’s and Children’s 615- 443-9584 [email protected] Apparel & Accessories Felicia Majewski Dinnerware, Drink ware, 615-444-5533 [email protected] Cookware, Textiles, Rugs, Kim Manley Toys, Plush, and Convenience, 615-443-9225 [email protected] Miranda Tidwell Furniture, Licensed, Men’s 615- 443-9233 [email protected] Apparel & Accessories Electronic Media and Books on Audio Kristie Stein Food: Candy and Grocery 615- 235-4365 [email protected] Vendor agrees to keep in force and effect comprehensive general liability and contractual liability insurance with the following requirements: • Minimum primary policy limits of not less than one million dollars ($1,000,000) per occurrence and • Two million dollars ($2,000,000) in the aggregate, and • Shall provide two million dollars ($2,000,000) in products & completed operations aggregate coverage. • In addition, if the Vendor sells food product to Cracker Barrel, the Vendor shall also keep in force and effect umbrella (excess) liability insurance with minimum policy limits of not less than five million dollars ($5,000,000) per occurrence and in the aggregate. • Such insurance shall specifically include coverage of Vendor’s indemnification obligations to Cracker Barrel. • The coverage shall also contain a vendor's broad form endorsement, Form CG 2015, or equivalent. • All insurers shall be admitted carriers in the United States. • All insurers shall have an A.M. Best rating of at least A-VIII. • Cracker Barrel Old Country Store Inc. and CBOCS Distribution, Inc. shall be named as an additional insured on the policy. Yearly renewal is required and must be submitted to: EBIX, Inc., BPO Division on behalf of Cracker Barrel Old Country Store, Inc. P.O. Box 12010 - CR Hemet, CA 92546-8010 • • It is the Vendor’s responsibility to ensure that there is no lapse in coverage. The limits of coverage set forth above will not be construed as a limitation of any potential liability to any party, and failure to request evidence of this insurance shall in no way be construed as a waiver of Vendor’s obligation to provide the insurance coverage outlined above. For additional information or instructions, please contact your insurance broker or agent. REV 7-9-12 14 IV. PURCHASE ORDERS Acceptance by Vendor of a purchase order from Cracker Barrel commits the Vendor to all of the terms and conditions set forth on the purchase order and in this manual, including the following: Terms and Conditions 1. The purchase order constitutes Cracker Barrel’s offer to Vendor, and becomes a binding contract on the terms and conditions set forth in the purchase order and this manual when it is accepted by the Vendor either by an acknowledgement or the commencement of performance of the purchase order. 2. Cracker Barrel is not bound by any printed or written conditions on Vendor’s acknowledgement forms or invoices that impose conditions in conflict with the terms and conditions set forth on the purchase order or this manual. 3. Cracker Barrel may, in its discretion, return merchandise in whole or in part at Vendor’s expense, make payment adjustments or hold such merchandise in whole or in part subject to Vendor’s instructions at Vendor’s expense and risk, if (1) the merchandise covered by the purchase order is not shipped at the time or times specified herein, (2) the merchandise is shipped at quantities in excess of amounts in the purchase order or (3) Cracker Barrel is notified that the merchandise infringes any patent, pattern, trademark, copyright, or other intellectual property right, or any statute, ordinance, rule, regulation or government directive pertaining to the merchandise. Cracker Barrel reserves the right to claim damages from Vendor for all losses incurred. 4. Vendor covenants and absolutely warrants that it has good and marketable title to the merchandise, and that it owns or duly licenses all applicable patents, trademarks, copyrights affecting the merchandise and that, as delivered to Cracker Barrel, all the merchandise will be free of all liens and will not infringe any patents, trademarks, copyrights or other intellectual property rights of any person or company. Vendor covenants and absolutely warrants that the merchandise is properly made, is free from defects in materials and workmanship and is generally safe and fit for its intended use, that all food products are safe for consumption and are free of contamination and that each item contains on itself and/or on labeling/packaging all information, safety and warning labels required by applicable laws. 5. Vendor agrees to defend (at Cracker Barrel’s request) and to indemnify and hold Cracker Barrel harmless against any and all liability, loss or expense (including return freight costs), including attorney’s fees and costs: (a) arising at any time out of any claim involving patent, trademark, copyright, trade dress, trade secret or any other intellectual property rights or law by the merchandise ordered, or any part thereof ; (b) arising out of any claim for damages from, defects in the merchandise, whether latent or patent, in material or workmanship, defective design, defective warnings or instructions; (c) arising out of or in connection with the purchase, sale, transportation, handling or use by anyone of the merchandise; (d) out of the alleged negligent act or omission of Vendor with respect to the merchandise or upon (e) Vendors’ failure to comply with the terms and conditions set forth in the purchase order or this manual. Cracker Barrel shall have the right to direct the defense of such claim or any litigation based thereon through counsel reasonably acceptable to Cracker Barrel. In the event of a product recall or mass product return, Vendor agrees that it shall 15 reimburse Cracker Barrel the purchase price and any and all cost incurred by Cracker Barrel arising out of the recall or return, including, but not limited to, return freight costs. 6. Cracker Barrel expressly reserves the right to cancel the purchase order verbally or in writing, at any time prior to the shipment of the goods. 7. In the event that fire, accident, flood, casualties, strikes, lockouts, or any other contingency causing temporary or permanent suspension of business of Cracker Barrel or the store to which the merchandise is to be shipped occurs, the purchase order may be canceled at the option of Cracker Barrel. 8. Cracker Barrel reserves the right to cancel all or any part of the undelivered portion of the order without any liability of Cracker Barrel to Vendor if Vendor does not make deliveries as provided in the purchase order or this manual or if Vendor breaches any of the terms included therein, including the warranties of Vendor. Cracker Barrel shall also have the right to terminate the order or any part thereof in the event of the happening of any of the following: insolvency of Vendor; filing by Vendor of a voluntary petition in bankruptcy; filing of an involuntary petition to have Vendor declared bankrupt, provided it is not vacated within 30 days from the date of filing; the appointment of a receiver or trustee for Vendor; provided such appointment is not vacated within 30 days from the date of such appointment; the execution by Vendor of an assignment for the benefit of creditors. The remedies provided in this section shall be cumulative and additional to any other further remedies provided in law or equity. 9. The purchase order is governed by and in accordance with the laws of the State of Tennessee without regard to conflicts of laws principles. Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement may be brought against either of the parties in the courts of the State of Tennessee, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Tennessee, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. 10. Where the terms or conditions set forth in the purchase order contradict, or in any way alter the terms or conditions of the manual, the parties are expressly governed by the terms and conditions of the manual. Where the terms or conditions set forth in the purchase order or this manual contradict, or in any way alter the terms or conditions of a duly executed Agreement between the Vendor and Cracker Barrel, the parties are expressly governed by the terms and conditions of the executed Agreement. The terms and conditions set forth in this manual and/or the purchase order (including the terms set forth on the front of the purchase order) may not be modified, altered or waived absent a written agreement between the parties expressly stating the modification, alteration, or waiver or said terms. 11. Neither the purchase order, any interest therein nor any rights or obligations thereof may be assigned by Vendor, without the prior written consent of Cracker Barrel. 12. All indemnities, warranties, guarantees and representations shall survive shipment of the merchandise, are for the benefit of and shall be enforceable by Cracker Barrel. 16 Details: • • A purchase order will be written, faxed or e-mailed when a product is selected in a line review and approved by Cracker Barrel. Purchase orders specify: 1. Cracker Barrel SKU number (UPC if applicable) 2. Supplier pack and inner pack 3. Quantity 4. Cost (both Unit and Total) 5. Ticket Type B DC printed tickets C No tickets E Vendor generated tickets • Ship and cancel date: Please refer to Article IX. herein regarding Domestic Shipment or Article XIII. herein regarding Import Shipment for specific date definitions. • Discrepancies need to be communicated to the appropriate Buyer Support within 1 week from receipt. • Any potential changes in quantity, quality or ship dates must be communicated to the buyer immediately. • See sample Purchase Orders. Please contact your Buyer Support regarding any questions on Purchase orders. 17 18 19 20 V. TICKETING • • • • • All products require price tickets. This may include or exclude code dates. Vendors are required to provide price tickets on all retail merchandise. This does not apply to fixtures or supply items. Cracker Barrel will provide the SKU#. A barcode for a SKU# is NOT a UPC code. It is a proprietary code. o Configuration is 6-digit interleave 2 of 5, 128 with a code of C, or Standard 39 o Must be 1” in the width minimum. • Price tickets will vary by product category, size of product and or the type of packaging required. • Manufacturer or distributor name with a complete address must be on the price ticket unless the ticket is too small. For clarification, please contact your Buyer. • Note: Additional artwork will be required as specified by Cracker Barrel for seasonal items. Cracker Barrel will communicate this information to the Vendor when applicable. • Do not add any other information to the tickets without Cracker Barrel’s approval. A. Ornaments or Small Item Price Tickets • For small items, you must use barbell style labels with all of the components in the specifications indicated below. 21 B. Open Stock Price Tickets for products without polybag or box packaging • • • • Place sticker directly on the merchandise. Do not place stickers on merchandise that will remove paint or damage the merchandise Price tickets must have adhesives that are not easily removable. If merchandise is a flat piece, place sticker on bottom of merchandise. • Do not place sticker over country of origin. C. Jewelry Price Ticketing 22 D. Apparel and Accessories (hats, handbags and scarves only)Price Ticketing • • • • • Price tickets for apparel should be swift-tagged into the neck label of the garment. If the apparel item does not have a neck label, swift tag the price ticket at center back neck at neck band seam. Tag bullets should be 1 ½” – 2” long. Do not use perforated tickets (tear off). All apparel price tickets must be in the format indicated below with all components as specified. 23 E. Theme Price Ticketing G. Ticketing Resources approved by Cracker Barrel: • Fineline Technologies: Beau Wiebel National Accounts Manager │ FineLine Technologies 3145 Medlock Bridge Road │ Norcross, GA 30071 800.500.8687 ext. 231 │ F. 678.969.9201 24 • Vantage Design Group: Jay or Camille at (615-714-1404) . Camille Morris Vantage Design Group 7246 Rolling Hills Drive Hudsonville, MI 49426 Office 615-714-1404, Fax 616-669-1837 [email protected] Please contact [email protected] regarding questions on ticketing format. 25 VI. APPAREL SPECIAL LABELING INSTRUCTIONS: • All apparel has 3 types of SKU#. o Master SKU# reflects the color and the style. o Baby SKU # reflects the size and is the only SKU # that should have a barcode. o Pack Item SKU # reflects the assortment required on the purchase order A. Ticketing for 2-Piece Sets: • • • • • In addition to the price ticket required on all apparel, 2-piece sets such as top and bottom or dress and hat sets are required to have the following Part of a 2-piece set ticket. Apparel sets should NEVER have more than one barcode (price ticket) placed on the set. Apparel sets should only have the Baby SKU# barcode. Both garments should have the ticket attached as follows: o A top and bottom set should have the Part of a 2-piece set ticket placed with the price ticket on the top garment and in the care label in the waist of the bottom garment. o A dress and hat set should have the Part of a 2-piece set ticket placed with the price ticket on the dress and in the care label of the hat. Ticket should say Part of a 2-piece set and also include the Cracker Barrel SKU for that particular size. (Each size will have its own individual SKU) Part of a 2-piece set SKU 123456 26 B. Size Strip for Apparel: • • • • The Size Strip should be clear with Black type and white shadow only. The Size Strip placement is 1” from the left edge of the folded garment using the fold line as the vertical midpoint for the strip. Half of the sticker will be on the top half of the garment with the other half of sticker underneath the fold on the bottom half of the garment. See section 3 below for apparel folding requirements. The Vendor is responsible for testing the garment to make sure that the Size Strip does not damage the fabric. Cracker Barrel should be notified of any situation in which the Size Strip may need to be omitted. Omission of size strip must be approved by Cracker Barrel prior to shipment. . 27 C. Apparel Folding and Packing Instructions • All Adult Tee Shirts, Cardigans, Sweat Shirts are to be folded 9” x 11”, (W x L). • Heavier garments such as Microplush must be folded 11” x 14”, (W x L) unless otherwise specified by Cracker Barrel. • Children’s apparel should be folded in a single half-fold. • Children’s Sets must be folded together in a half fold, with the bottom inside the top. DO NOT swift tag together and DO NOT individually polybag together. 28 D. Packing Instructions: • All apparel orders must have apparel packed in one polybag per case. This helps protect the garments from dirt or moisture during transport. • The polybag must hold garments snug in the carton, so that the garments do not become unfolded or bunched up. • The polybag must be sealed - fold over and taped at the seal. • The "suffocation label" is not required on the polybag for apparel. • The polybag must have a label for contents of polybag to include the following: • Do not put labels on the bottom of polybag. • Please note that the Pack Item SKU # should be on the label. Vendor Name:______________________ P.O. #:________________________ Cracker Barrel Pack Item SKU #:________________ Description:________________________ Case Qty:__(Always 1 on a pre-pack)___________ • • • • • For bags with headers, place stickers on front top right-hand side of header band. Refer to Cracker Barrel Packaging Style Guide for color header card requirements For bags without headers, place stickers on front top right-hand side of poly bag. Do not cover any place of origin, contents, or other necessary information. Polybags and inner packing bags must include the following warning statement: WARNING: TO AVOID DANGER OF SUFFOCATION, KEEP THIS BAG AWAY FROM BABIES AND CHILDREN. DO NOT USE IN CRIBS, BEDS, CARRIAGES OR PLAY PENS. THIS BAG IS NOT A TOY. KNOT UP BAG BEFORE THROWING AWAY. 29 VII. PRODUCT PACKING A. Carton Requirements: 1. Specifications: • RSC 32 ECT is the minimum acceptable carton. RSC=Regular slotted carton. ECT= Edge crush. • Minimum carton size: 9”x5”x 2” • Maximum carton size: 36” x 24” x 24” • Minimum weight : 4 pounds • Maximum weight 50 pounds 2. Packing • Original box dimensions must be maintained for a SKU through all future shipments. • Vendors must ensure that all merchandise is shipped free of bugs, pests, dust, mold, off odors, chemicals or any other contaminate that affects the condition or salability of the product. • Pack one SKU per carton unless otherwise approved by appropriate Buyer (i.e., pack item P.O.). • No packing peanuts or shredded paper may be used as filler. • Cracker Barrel allows no item or SKU substitutions without proper authorization. • After initial set-up, do not alter the quantity in the supplier pack or the inner pack without proper authorization or request from buyer. • Ship full cases only. B. Poly Bag Requirements (Non-Food products ONLY) • • • • • Refer to Cracker Barrel Packaging Style Guide for color header card requirements. For bags with headers, place stickers on front top right-hand side of header band. For bags without headers, place stickers on front top right-hand side of poly bag. Do not cover any place of origin, contents, or other necessary information. Polybags and inner packing bags must include the following warning statement: WARNING: TO AVOID DANGER OF SUFFOCATION, KEEP THIS BAG AWAY FROM BABIES AND CHILDREN. DO NOT USE IN CRIBS, BEDS, CARRIAGES OR PLAY PENS. THIS BAG IS NOT A TOY. KNOT UP BAG BEFORE THROWING AWAY. 30 C. Pallet Requirements (For Domestic Shipments ONLY) • • • • • • • • • • • • • • • • • Must use 40" (width) x 48" (length) 4-way wood pallet. Product on pallets should fully utilize the cube space available within the 40 x 48 x 57-inch measurements. Vendor must supply pallet. Stack product at a maximum of 57" from floor to top of goods, including pallet. No metal banding, nylon mesh or plastic strapping allowed on cartons or pallets. We request you ship one SKU per pallet. If you have prior approval from Cracker Barrel Logistics Department to put more than one SKU per pallet, group individual SKU’s together (for example, bottom layer one SKU, next layer another SKU, etc.). Do not ship empty cartons. The pallet tier ("TI") and height ("HI") configuration must remain the same on every shipment. The carton configuration ("TI/HI") on each pallet must support the product characteristics and withstand the forces of weight and vibration while in transit. The carton configuration should cover the complete platform area of the pallet without any over-hang. Cartons on a pallet should be stacked securely and squared off at the top. If there are any additional cartons after the ("TI/HI") configuration has been met, they should be placed on top of one pallet creating a pyramid effect. Packing list should accompany all domestic shipments. One packing list per purchase order should be included per shipment. All copies of packing list should be secured in a visible spot on the outside of the lead carton. Information in your packing list should include: 1. PO Number 2. SKU Number 3. Description 4. Quantity Shipped 5. Carton & Pallet Count D. Pallet Configuration 40” 48” 31 E. Carton Markings: 1. General Merchandise: Inner Carton Markings Cracker Barrel SKU #:________________ Description:________________________ Quantity___________________________ Expiration Date:______________________ (required for food products) • • • • All inner packs for hard goods must to be “shippable” cartons. All plain brown or white (non-picture) boxes must be labeled or imprinted with the following information on the front and backside of the box using the format above 1. Cracker Barrel SKU 2. Item Description 3. Quantity 4. Expiration, Best By or Use By Date (required for food products). Missing information may result in charge backs. Damaged cartons may result in charge backs. 2. Pack Item Merchandise Inner Carton Markings F. Outer Carton Markings 1. General Merchandise: Outer Carton Markings Vendor Name:______________________ P.O. #:________________________ Cracker Barrel Master SKU #:________________ Description:________________________ Case Qty:______________ Expiration Date:______________________ (required for food products) • • • • A carton label must be placed on each carton in a clearly visible area. Case quantity is the total number of units inside the carton. With palletized shipments, all cartons on the exterior of the pallet stack must be turned so the label is clearly visible on the exterior. Cartons containing food must indicate expiration date. 2. Pack Item Merchandise: Outer Carton Markings Vendor Name:______________________ 32 P.O. #:________________________ Cracker Barrel Pack Item SKU #:________________ Description:________________________ Case Qty:__(Always 1 on a prepack)___________ Expiration Date:______________________ (required for food products) • • • • • • • • Pack Item SKU number must be on outside carton label with case quantity of one as there is only one pre-pack per carton. Pack SKU carton must contain the assortment of Baby SKU's in specified quantities per the Purchase Order. See Sample Pack Item P.O. A carton label must be placed on each carton in a clearly visible area. Must have only one carton quantity on outside of carton. No other markings are allowed on the cartons without specific buyer permission. Questions concerning Outer Carton Markings, contact the appropriate Buyer Support. Cartons containing food must indicate expiration date. All required information is available on the Purchase Order. 33 VIII. PRE-PRODUCTION SAMPLE REQUIREMENTS (NonFood Products) A. Pre-Production Sample Requirements for General Merchandise: Once order has been received and accepted by Vendor, a Pre-Production Sample (“PPS”) is required before Vendor starts production. Buyer and/or Director of Product Development must approve all PPS. Late shipments will not be granted due to late PPS approval. The original sample submitted to Cracker Barrel for selection (pre-order) will not be considered as PPS. B. PPS Requirements for Apparel: Apparel requires different samples for approval. Appropriate samples must be shipped to the appropriate departments. 1. Fit Sample for Apparel only This should be one of each size for the full size range in the correct fabric and silhouette (color and decoration not required for fit sample). • These samples should be submitted to the attention of the Director of Product Development within 10 days of the verification of intent to purchase from the Cracker Barrel buying team. • The sample must be clearly marked with a note inside the box indicating Sample is for fit purposes only • Additional samples may be requested as needed. 2. Pre-Production Samples for Apparel and Accessories • PPS must be submitted within 30 days of the verification from Cracker Barrel • PPS for apparel must be one of each size for the full size range in the correct fabric, silhouette, color and decoration as order submitted to the attention of Buyer for Apparel with a note inside the box indicating PPS only. • PPS for accessories must be the correct item as ordered submitted to the attention of Assistant Buyer of Apparel with a note inside the box indicating PPS only. • PPS must be approved prior to production. Failure to secure pre-production approvals may result in cancelled or discounted purchase orders. 3. Model Store Samples - required for all Apparel & Accessories • Top of Production Samples (“TOPS”) must be store ready and require approval from the Buyer. • TOPS will also be used as required Model Store Samples. • Apparel TOPS should be one of each size ordered per color if multiple colors are ordered. • Accessories TOPS should be one inner pack of each item ordered or minimum 3 pieces. • TOPS/Model Store Samples must be submitted at least 10 weeks prior to purchase order expect date into Cracker Barrel warehouse. • TOPS should be submitted to the attention of Buyer Support for Apparel with a note inside the box indicating the samples are TOPS/Model Store Samples ****PLEASE DO NOT SEND TO MODEL STORE **** 34 IX. PRODUCTION SAMPLE REQUIREMENTS (Non-Food Products) A. Production Requirements for General Merchandise: Production samples are required for ALL new products. An inner pack or the specific designated quantity of production samples of each new item that is purchased is required at no cost to Cracker Barrel. These samples are used for production quality check and to create floor sets for the Model Store. A label or packing slip must be placed on the exterior of the box indicating the SKU numbers and descriptions of the items enclosed, theme (Apple, Easter Parade, etc.), and the Buyer’s last name. • Merchandise must arrive 10 weeks prior to the expected arrival date of the purchase order. • Production samples are not required for products currently being reordered. • All samples must be store ready. • Address packages to: Cracker Barrel Old Country Store 305 Hartmann Drive Lebanon, TN 37087 Attn: Model Store Bldg.13 Please note that samples will not be returned. After approval and floor set use, samples are donated to various charities. • • B. Production Requirements for Apparel: Same as indicated in Pre-Production Requirement section. Production Samples/Model Store Samples - required for all Apparel & Accessories • Top of Production samples must also receive approval from Cracker Barrel. • TOPS will also be used as required Model Store Samples. • Apparel TOPS should be one of each size ordered per color if multiple colors are ordered. • Accessories TOPS should be one inner pack of each item ordered or minimum 3 pieces. • TOPS/Model Store Samples must be submitted at least 10 weeks prior to purchase order expect date into Cracker Barrel warehouse. • TOPS should be submitted to the attention of Buyer Support for Apparel with a note inside the box indicating the samples are TOPS/Model Store Samples • All samples must be store ready. ****PLEASE DO NOT SEND TO MODEL STORE **** Please contact your Buyer Support regarding any questions on production samples. 35 X. DOMESTIC SHIPMENTS AND INVOICING A. Routing Instructions • • • • • • • • • • • • Our standard terms of sale are FOB origin, freight collect. Any deviations from these sales terms must have written approval from Cracker Barrel in advance of shipment. All Vendors, regardless of freight terms, must call Averitt Dedicated Services for pick up and/or delivery information for every shipment. A specific “Ship Date” and “Cancellation Date” are listed on the purchase order. • Ship date is the earliest date for vendors to turn product over to Cracker Barrel or its agents. • Cancellation date is the last date for vendors to turn product over to Cracker Barrel or its agents. To properly pre-arrange order pick ups, please call at least seven (7) days in advance of the purchase order ship date to Averitt Dedicated Services at 1-615-443-9749 between 8:00 a.m. and 5:00 p.m. Central time with the following information: 1. Cracker Barrel purchase order number 2. Carton count 3. Skid count 4. Weight 5. Cube requirements 6. Any special circumstances for shipping (i.e. product handling constraints, no dock, limited access for a 53’ trailer) 7. Advise if an item has an applicable MSDS sheet. Submit a copy of MSDS prior to shipping. 8. Pass Bureau Veritas Test Report for each SKU. NEW! When calling for routing, please identify yourself as a Cracker Barrel vendor. Routing instructions will not be given for purchase orders requesting to be shipped outside the ship/cancellation dates. If you are unable to ship merchandise within specified dates, contact appropriate Buyer for approval. If requesting to ship past cancellation date, Cracker Barrel may renegotiate the purchase price. If a shipment arrives unscheduled at the Cracker Barrel Distribution Center, the shipment may be refused. The Logistics Coordinator or Averitt Dedicated Services will call you back within one business day with the trucking arrangements, including the carrier assigned and the contact information. All product descriptions, NMFC declarations, and weight must be reflected accurately on the Bill of Lading. Any additional charges assessed by a carrier for inaccurate product description or weight may be charged back to the Vendor. The maximum weight of cargo that can be transported on a Cracker Barrel trailer is 40,000 pounds. It is preferred that our transportation provider is allowed to inspect and sign for all shipping units at the time of pick up. A shipping unit may be pallets or cartons. If pallets are wrapped or contained in a manner that cannot be readily visible and individually counted, the driver/carrier may sign the waybill STC “said to contain” or SLC “shipper load and count”. 36 B. Advanced Shipment Notification (ASN) • • • • • • • An ASN is required detailing all products on the shipment even though shipping arrangements have already been made with Averitt Dedicated Services or the Logistics Department by phone. After routing is arranged, ASN can be sent via fax or email to Cracker Barrel Logistics Department. If there are multiple truckloads, fax the ASN immediately after each shipment leaves your facility. One ASN form per shipment and trailer load. ASN must be received prior to product arriving at Cracker Barrel’s distribution center. Fax a completed ASN form to 615-443-9707 or email to [email protected]. To view a sample Advanced Shipment Notification (ASN) form, see page 34 or go to http://www.crackerbarrel.com/pdfs/ASN_62008.pdf for a PDF form. All new item shipments, not previously sold to Cracker Barrel, the ASN must include: 1. Master carton dimensions in inches (Length, Height, Width) • Length = the longest measurement on any side of a carton. • Height = the measurement from the bottom of the carton to the top with the carton in a forward position and the side to be opened on top. • Width = the remaining measurement of the carton after the length and height have been determined. 2. TI (carton count by layer) and HI (number of layers for the height of pallet) 3. Carton weight 4. Inner pack quantity 5. Supplier pack quantity Follow all guidelines even if shipping from 3rd party sources. Advise your 3rd party partners of these requirements. (A 3rd party is a partner provider contracted by the vendor, not Cracker Barrel, to perform a function in manufacturing or shipping a Cracker Barrel order.) C. Prepaid Freight Freight charges that are prepaid and added to an invoice are not permitted. Any freight charges received on an invoice will be automatically deducted at time of payment. All freight charges should be either collect or third party billed to Cracker Barrel upon Cracker Barrel’s written consent and not added to the cost of goods. Please contact your Domestic Logistics Coordinator regarding any questions. 37 38 D. Domestic Vendor Invoicing • • • • • • Payments are made by invoice. Invoice number and store number being charged must be indicated on the payment stub. Vendors should only apply payments to invoices and stores as indicated. Invoices should be printed on regular stock paper with a plain white background and with legible information. Invoices submitted by vendors will be matched with Cracker Barrel inbound receiving data for verification of receipt before payment. Any discrepancy between the vendor invoice and Cracker Barrel receiving data may result in a payment different than the value shown on the invoice. E. Invoice Requirements All invoices need to contain the following information: • Your company name and full “Remittance” address • Telephone and fax number for your company • Full address for the “Ship-To” location (including the store number) • The Cracker Barrel Purchase Order Number • Invoice Number • Invoice Date • Ship Date • Payment Terms • Cracker Barrel internal SKU numbers • Quantity shipped by item • Cost of each item and Extended Cost by line item (including any line-item discounts) • Description of each item as it appears on the Cracker Barrel purchase order • All invoices should be mailed to: Cracker Barrel Old Country Store Accounts Payable Department 311 Hartmann Drive P.O. Box 787 Lebanon, TN 37087 F. Required Monthly Statements • • If a monthly statement is required; mail to Accounts Payable at the above address. Statements should include open invoices and credits listed with invoice date, invoice number, store number, and amount. 39 XI. NEW STORE OR DIRECT-TO-STORE SHIPMENTS A. New Store Purchase Order Shipments Cracker Barrel issues purchase orders for items that will be shipped to a store scheduled to be opened at a future date. These orders need to be shipped to the Cracker Barrel Distribution Center. • All vendors shipping new store items are subject to the guidelines in this manual. Please contact Cracker Barrel Logistics Department for routing. In addition to these guidelines, shipments need to be labeled with the following information: 1. New Store shipments should be addressed: Cracker Barrel Distribution Center Attn: New Store No. ____ 900 Hutchinson Place Lebanon, TN 37090 2. Each carton must be marked with the New Store number. 3. Invoices for the New Store order should be submitted to the Accounts Payable department at the Home office, NOT to the Store. • B. Direct-To-Store Purchase Order Shipping • • • • • • • • Orders for product which are shipped directly to a Cracker Barrel Old Country Store® retail store are issued only by the Cracker Barrel home office (via Purchase Order). The Cracker Barrel Buyer will provide proper shipping destination as part of the P.O. negotiation. Backorder of products is not permitted. Any short-shipped item will be considered cancelled and the P.O. will be paid as shipped. Cracker Barrel is responsible for the payment of freight on all orders designated as Direct –To – Store and issued by Cracker Barrel. Goods must be shipped via UPS Ground Service, Third Party, using the Cracker Barrel “bill to” account number. Please contact the Domestic Logistics Coordinator for more details. Other delivery services require authorization from Cracker Barrel prior to shipment. DO NOT purchase additional freight insurance offered through UPS. DO NOT declare a dollar value for the freight or content of the shipment. If the order being shipped to a Cracker Barrel Old Country Store® retail store is 6 cartons or less, weighing 200 pounds or less, ship using the UPS Ground service guidelines herein. If the shipment exceeds this carton and/or weight limit, contact the Cracker Barrel Logistics Department at 615-443-9633 for other carrier routing instructions. All shipments must be consigned as freight collect for small package shipments. If you company is unfamiliar with UPS, please call the UPS Strategic Support Team at 1-800-877-1497 or e-mail to [email protected] . Advise the UPS Team associate that you have been requested to contact UPS to resolve issues pertaining to Cracker Barrel shipments. All Direct -to-Store shipments must be consigned to a specific Cracker Barrel Old Country Store® store number and correct street address in order for the transportation charges to be billed correctly. 40 • • Both the P.O. number and Store Number must be referenced in the “Shipper Reference” field on the carrier waybill or in “Reference Field No. 1” in an automated PC system. No freight should be shipped by a Vendor to any consignee that is not part of Cracker Barrel or for which the Vendor does not have written authorization (i.e. P.O.) to make a shipment. If a Vendor ships to an unauthorized consignee or violates any of the Direct – To – Store guidelines, freight charges and other administrative fees will be issued back to the Vendor. 1. Packing List for Direct-To-Store Shipments • A packing list must accompany all shipments. • Only one packing list per purchase order should be included per shipment, except when shipping against multiple purchase orders. • When shipping against multiple orders, there should be one packing list for each purchase order. 2. Additional Information Direct-To-Store Shipments for Apparel ONLY Apparel Purchase Orders • Apparel purchase orders are emailed to the Vendor in two forms, to one designated email address. (Requires email capability to receive messages that are 8 megs in size) 1. PDF file-contains an actual purchase order for each store. 2. CSV file- a consolidated Excel spreadsheet detailing all information on the PDF file. • Confirmation of receipt of the purchase order is required through an email to the Buyer Support for the Buyer listed on that purchase order in the following format: “This is to notify you that we have received PO # (XXX) for (list the description of the product here), scheduled to ship (list ship and cancellation dates here)” • Changes can be made on a purchase order only from the Cracker Barrel home office. • Back ordering is not allowed. Apparel Advanced Shipping Notice (ASN) • Any changes on an existing PO must be made prior to the ASN. • A 5-day ASN is required prior to the ship date on all apparel that is being shipped direct to store. This ASN must be communicated in an email to the Buyer Support for the Buyer listed on that purchase order. • A PDF version of the ASN is available http://www.crackerbarrel.com/pdfs/ASN_62008.pdf. Notification of Completed Shipment • A notification of the date that the PO has shipped complete must be communicated in an email to the Buyer Support for the Buyer listed on that purchase order. Please contact your Domestic Logistics Coordinator regarding any questions. 41 XII. C-TPAT-Customs Trade Partnership Against Terrorism Program (a) The U.S. Bureau of Customs and Border Protection (“CBP”) has created the Customs- Trade Partnership Against Terrorism (“C-TPAT”) program in which the U.S. Government and businesses will work to protect the supply chain from the introduction of terrorist contraband (weapons, explosives, and biological, nuclear, or chemical agents, etc.) in shipments originating from off-shore of the Unites States to buyers, drop shipments to its sub-tier suppliers, or drop shipments to its customers originating from offshore of the United States. Vendor shipments through U.S. importers, from manufacturers in foreign countries, and brokers/freight forwarders/carriers must be contracted or assigned with transportation companies that are C-TPAT participants certified and/or validated by the U.S. Customs Service. (b) Vendor agrees to take such reasonable measures as may be required by Cracker Barrel to ensure the physical integrity and security of all shipments originating from off-shore of the United States under purchase orders against the unauthorized introduction of harmful or dangerous materials, drugs, contraband, weapons, or weapons of mass destruction or introduction of unauthorized personnel in transportation conveyances or containers. Such measures may include, but are not limited to, physical security of manufacturing, packing and shipping areas; restrictions on access of unauthorized personnel to such areas; personnel screening to the maximum limits of law or regulations in Vendor’s or manufacturer’s country; and development, implementation, and maintenance of procedures to protect the security and integrity of all shipments. (c) Vendor also agrees that during the period in which it ships products to Cracker Barrel, it and its subcontractors who either ship directly or package materials or products for shipment will either (i) be certified under the C-TPAT program by the CBP or (ii) demonstrate to Cracker Barrel’s satisfaction that it meets the security of requirements of C-TPAT. Accordingly, Vendor must either provide Cracker Barrel with documentation that it and such subcontractors are certified (e.g. C-TPAT certification or Status Verification Interface [SVI] number) or provide documentation and evidence satisfactory to Cracker Barrel to demonstrate compliance with C-TPAT security requirements. C-TPAT requirements can be found at www.cbp.gov/xp/cgov/trade/cargo_security/ctpat/. This program provides significant benefits to importers that follow the initiative. C-TPAT requires a commitment to a detailed review of security procedures as well as implementation of an effective action plan ensuring complete security throughout the supply chain. Cracker Barrel has joined C-TPAT and has completed the internal security review that CBP requires. As part of our continuing review process, we must require all Vendors from whom Cracker Barrel purchases import merchandise to complete and maintain updated information on your security procedures by submitting a Supply Chain Security Profile Questionnaire to Cracker Barrel via our web site, http://www.crackerbarrel.com/about-us/vendor-andsuppliers/retail-merchandise/. The Security Questionnaire is required of all foreign Vendors, agents, carriers and freight forwarders providing service to Cracker Barrel. The questionnaire is intended as a summary of your security processes but must contain sufficient information to make a reasonable judgment that your company has made a thorough assessment of your supply chain. The questionnaire information should include current processes and status in addition to planned improvements. All information provided will be kept in strict confidence by Cracker Barrel and CBP. 42 To assist your company in completing the Security Profile Questionnaire, “security recommendations” should be reviewed at http://crackerbarrel.com/PDFs/CrackerBarrelCTPATVendorSecurityQuestionaire.pdf Please print and retain the completed form prior to submitting. A copy of this form will be needed when booking with a foreign consolidator. These guidelines offer details issued by CBP to use during our internal analysis. The information should help guide you through the subject matter of the questionnaire. The recommendations cover various aspects including manufacturing, warehousing, freight brokering, air, land and sea logistics. Also included are recommendations for 3rd party intermediary providers. Please feel free to contact our International Logistics Department at [email protected] with any questions and/or comments. 10+2: US Customs Regulation • • • • • • Invoice disclosure requirements Information must be transmitted to US Customs 24 to 48 hours prior to vessel sail. Objective is to clear customs before shipments leave China If any of the 10 key elements is missing, the container will not ship. If any of the information provided is inaccurate, fines will be imposed o 1st offense, 50% of invoice value of the container o 2nd and subsequent offenses, 100% of invoice value of the container Cracker Barrel will charge back all fines Data Requirements Vendor Manufacturer Name and Address X Seller Name and Address X Container Stuffing Location X Consolidator (stuffer) Name and Address X Buyer Name and Address X Ship to Name and Address X Damco X Importer of Record Number X Consignee Number X Country of Origin of Goods Commodity HTS Number (6 digit) Tariff Cracker Barrel X X Definitions: • Manufacturer’s name & address =the actual factory where product is produced 43 • • • • • • • • Seller’s name and address =Vendor listed on the P.O. Container stuffing location =Actual location where container is loaded. Consolidator (Stuffer) name and address = Damco or factory where consolidation containers are loaded Buyer’s name and address = Cracker Barrel Ship to name and address = 900 Hutchinson Place Lebanon, TN 37090 Importer of record # / Consignee #= N/A Country of Origin = Country where product is manufactured Commodity HTS # (1st six digits) =N/A 44 XIII. DIRECT IMPORTS-CARTON PACKAGING A. Master Carton Markings: Follow the example given below: Theme icon Placed here Shipping Mark (2 Sides) CB P.O. NO.: SKU NO.: ITEM DESCRIPTION: QTY.: PCS COUNTRY OF ORIGIN: 1. Theme icons are required on 2 sides of the carton. For icon art, please contact Packaging Specialist. See Contacts on page 11. 2. Ornaments must have icon AND photo on 2 sides of the carton. B. Inner Carton Markings: All plain brown or white (non-picture) boxes must be labeled or imprinted with the following information on the front and backside of the box. Non-compliance will result in charge backs. Cracker Barrel SKU #:________________ Description:________________________ Quantity ___________________________ C. Pack Item Carton Markings: Vendor Name:______________________ P.O. #:________________________ Cracker Barrel Pack Item SKU #:________________ Description:________________________ Case Qty:__(Always 1 on a prepack)___________ • Pack Item SKU number must be on outside carton label with case quantity of one as there is only one pre-pack per carton. 45 • • • • • • Pack SKU carton must contain the assortment of Baby SKU's in specified quantities per the Purchase Order. A carton label must be placed on each carton in a clearly visible area. Must have only one carton quantity on outside of carton. No other markings are allowed on the cartons without specific buyer permission. Questions concerning Outer Carton Markings, contact the appropriate Buyer Support. All required information is available on the Purchase Order. 46 XIV. DIRECT IMPORT-TRANSPORTATION A. Import Consolidator-Damco • • • • • • • Damco is Cracker Barrel’s exclusive import consolidator where Cracker Barrel is the importer of record. No other steamship company is permitted. Damco is authorized to monitor the proper ship dates and pieces ordered. Damco has authority to refuse early/late shipping dates and over shipment of product. When the shipment is ready, please contact Damco to arrange booking with the steamship line. This applies to both CFS/Damco Consolidation loads and CY/Factory loads. Bureau Veritas Pass Test Report is required to book a shipment with Damco. Damco will NOT book any shipment without proper proof of quality testing. It is the responsibility of the Vendor to ensure that the shipment is released to the Cracker Barrel carrier prior to the cancellation date. Failure to do this may result in cancellation of the PO. Please see Ship date definitions below. Please contact the closest Damco office to your FOB point. If you need assistance in locating an office, please contact your Cracker Barrel Logistics Coordinator. B. Ship Date Definitions: • • • • • • Booking Date- The date Vendor books shipment with Damco You need to book 14 days prior to the ship date on the P.O. Cargo ready date - It takes 7 days to secure a container, so cargo must be ready within 7 days of booking. Cut-off date - Goods must be at the port by the cut-off date or it will not sail as booked. Ship date - This is the date on our Cracker Barrel Purchase Orders; the 1st date that goods can be on the water. Sail date - The date that the vessel leaves the port. Cancel date - This is the last date that the goods can SAIL, not BOOK. C. Late orders: • • Late orders beyond 2 weeks require approval from Cracker Barrel’s General Merchandise Manager. Please contact your buyer regarding these approvals. All late orders are subject to cancellation and or penalties 47 D. Booking Online with Damco using MPower Program. The Vendor must book cargo by using Damco MPower Shipper. Please contact the Damco office at your FOB point for a log on and password and instruction if needed. MPower Shipper requires the following information: 1. Vendor name and address 2. Consignee name and address 3. Expected cargo delivery date at the Damco warehouse 4. Intended vessel and voyage (first leg) 5. Cracker Barrel PO and SKU details 6. Number of cartons 7. Number of pieces 8. Cubic meters and weight 9. Fumigation requirements (if any) If Vendor uses Solid Wood Packing Materials (SWPM), then Damco is required to provide fumigation services at vendor’s expense. • IMCO (International Maritime Commission) requirements and details (if any) • Commodity description • Load port and final destination 9. If CY (factory load), also: • Date for equipment pick-up • Who will perform the transport from Vendor to carrier E. Booking Guide • • • • Only if Vendor has more than stated quantities in one shipment may it be factory loaded and shipped as FCL (full container load). Vendor bookings of factory loads must be in accordance to the appropriate equipment size/type maximizing container utilization per-unit freight costs. Priority will be given to the use of 45’ high cube and 40’ dry containers. Equipment size/types are subject to availability from nominated ocean carriers, particularly during seasonal peaks. Origin Commodity All All Equipment Size/Type 20’ dry* 40’ dry* 40’ dry reefer 40’ high cube 45’ dry CY Minimum Utilization *** CBM 40 CBM 60 70 CBM CBM *** No 20’ Container will be shipped without prior Cracker Barrel approval. *Container cargo weight cannot exceed 15,000 kg. /33,000 lbs. for a 20-ft. unit, OR 20,000 kg. /44,000 lbs. for a 40-ft. unit or larger. Any overweight citation will be charged back to Vendor. 48 F. Less than Container Load (LCL) • • Shipment must be booked as LCL if Vendor does not have sufficient quantity in one shipment for a factory load. Cracker Barrel must authorize any LCL load. G. Booking Confirmation • • • • Damco will confirm the booking with the Vendor. In absence of any discrepancies between Cracker Barrel and the Vendor’s MPower Shipper’s order information Damco will transmit Booking Confirmation within 24 hours after receiving shipping order from vendor. If discrepancies are present between Cracker Barrel’s and the Vendor’s MPower Shipper’s order information, then Damco will transmit Booking Confirmation to Vendor within 24 hours after discrepancies are resolved. Booking discrepancies may include, but are not limited to: 1. Missing PO or SKU 2. Early or late shipping 3. Quantity discrepancy 4. FOB discrepancy 5. Final destination discrepancy H. Factory Loads • • • • All of the same SKU’s are to be loaded together regardless of the number of POs shipping at that time. Load (1) one carton of each SKU on the tail of the container. The cost will be charged back to the Vendor if U.S. Customs does an examination of the container and this has not been done. Vendors that factory load are responsible for the pick-up of an empty container from carrier’s terminal and delivery/return of loaded container to the carrier’s terminal. (Damco will supply Vendor with the information required to pick-up and deliver the container). Vendor must provide a separate invoice and packing list per container in the case of multiple container shipments. I. Forwarder’s Cargo Receipt (FCR) • Damco will issue Forwarder’s Cargo Receipt (FCR) only after Vendor has: 1. Delivered all cargo 2. Submitted all required documents (two sets – one set for Customhouse Broker and one set for Cracker Barrel) • Commercial Invoice • Packing lists • Foreign Manufactures Invoice (to be sent to Customs Broker only) • Any original Visas or Government documents (if applicable) 3. Paid all origin charges (Cracker Barrel has no liability for the payment of foreign origin charges based on our incoterm which is FOB shipping port unless otherwise specified by Cracker Barrel in writing). 49 • • To ensure accuracy, the U.S. Vendor should not send documents to the Customhouse Broker as Damco is responsible for sending one set of documents to the Customhouse Broker and one set to Cracker Barrel. The FCR must accompany the documents sent to Cracker Barrel in order for payment to be remitted. Cracker Barrel does not normally ship via airfreight. Cracker Barrel or Vendor may, at times, choose that routing. If you have been instructed to ship via airfreight or if you have volunteered to ship airfreight, we are requiring that you ship via Marisol International Airfreight. We have rates established with Marisol International Airfreight for freight collect and prepaid. We are requiring this due to the frequency of air shipments that we see today, and the lack of visibility we have from other forwarders. Please contact the local Marisol office for airfreight contacts. Failure to comply may result in a chargeback. (See below the contact information for Marisol Office in Asia) J. Customhouse Broker • • Cracker Barrel utilizes the services of Damco Customs Services, Inc., as our Customhouse Broker. For U.S. Customs entry, Cracker Barrel is required to provide the manufacturers foreign invoice to show the cost of the merchandise at the time of export to the United States. • U. S. Customs require that all invoices be submitted either on the foreign manufacturer’s letterhead or have the foreign manufacturer’s name and address prominently displayed. Damco Customs Services, Inc. 9300 Arrowpoint Blvd. Charlotte, NC 28273 Phone: (704) 571-2908 Fax: (704) 571-4632 Email: [email protected] K. Food and Drug. All merchandise that is classified under FDA regulations must be accompanied by a commercial invoice that includes the manufacturer’s full name and address as part of the merchandise description. If the item is dinnerware, all outer cartons must have CCIB stickers. L. Fish and Wildlife If your product is listed in a Fish and Wildlife category (made from shells, feathers, skins, etc.) please insure that form 3-177 (Declaration for Importation or Exportation of Fish or Wildlife) of the Fish and Wildlife organization has been complete and included with the paperwork for the Customhouse Broker. 50 M. Contact List for Damco Origin Contacts as of 8-1-12 Damco Origin Contacts Origin Country Origin City Email Contact Phone China Dalian [email protected] Ivy Xin Ling Pi +86 (28) 6155 5088 China Fuzhou Jennifer Wu Jennifer Ying Wu +886 (028) 61552000 China Guangzhou [email protected] Linda Yong Hong Liu 6 (028) 61555570 China Nanjing [email protected] Linda Yong Hong Liu +86 (028) 61555570 China Ningbo [email protected] Linda Yong Hong Liu +86 (028) 61555570 China Qingdao [email protected] Ivy Xin Ling Pi +86 (28) 6155 5088 China Shanghai [email protected] Linda Yong Hong Liu +86 (028) 61555570 China Shenzhen/Yantian [email protected] Linda Yong Hong Liu +86 (028) 61555570 China Tianjin [email protected] Ivy Xin Ling Pi +86 (28) 6155 5088 China Xiamen [email protected] Jennifer Ying Wu +886 (028) 61552000 Hong Kong Hong Kong [email protected] Linda Yong Hong Liu +86 (028) 61555570 India Chennai [email protected] Sundra Boopathi +91 (44) 66302349 Indonesia Surabaya [email protected] Mahaindra Kusuma +62 (31) 2955955 Philippines Manila [email protected] Alvin Rosario +63 (2) 9769526 Sri Lanka Colombo [email protected] Theshan De Alwis +94 (11) 4702941 Taiwan Taipei [email protected] Doris Yang +886 (2) 27750938 Thailand Bangkok [email protected] +66 (2) 7529570 Vietnam Ho Chi Minh City [email protected] Kunwarang Thongyoukong Le Phuong Tran [email protected] All Offices All Damco Origin Group Address +84 (8) 38243252 N. Air Freight Contact List for Marisol Office in Asia 1). Shanghai, China Marisol International C/O Worldwide Logistics Shanghai Room 1103, No. 269 Hai Ning Road Shanghai, China 200080 Attn: Ada Lu Tel: 8621-63937239 Fax: 8621-63937393, 8621-63937293 E-Mail: [email protected] - [email protected] - [email protected] 2). Ningbo, China (Shanghai office handles) Marisol International C/O Worldwide Logistics Shanghai Room 1103, No. 269 Hai Ning Road Shanghai, China 200080 Attn: Steven Liu Tel: 8621-63937222 Fax: 8621-63937393 E-Mail: [email protected] 3). Qingdao, China Marisol International C/O Shanghai Kaijun Logistics Co., Ltd. Room B, 19th F, Building B Jindu Garden, No. 37 West Dong Hai Road Qingdao, China 266071 Tel: 86-532 80777505, 80777506, 80777507, 80777510, 80777560, 80777568 Fax: 86-532 80777508 Contact: Tony Dai Cell: 86-135-8320 6090 E-Mail: [email protected] 51 4). Hong Kong Marisol International C/O Worldwide Logistics Limited Flat 11, Singga Commercial Centre,144-151 Connaught Road West, Hong Kong Contact: Mulder Chu Direct Line: (852) 3590 5447 Fax: (852) 2732 2863 E-Mail: [email protected] 5). Yantian (Hong Kong Office Handles) Marisol International C/O Worldwide Logistics Limited Flat 11, Singga Commercial Centre,144-151 Connaught Road West, Hong Kong Contact: Mulder Chu Direct Line: (852) 3590 5447 Fax: (852) 2732 2863 E-Mail: [email protected] 6). Xiamen & Fuzhou Marisol International C/O Pacific Champion Express Co. LTD Room 104, Linhua Garden A No 3-19 Yuandang Road Xiamen Contact: Sary Yu Direct Line: (86) 592-5367-907 Fax: (86) 592-5367-901 E-Mail: [email protected] 7). Jakarta Marisol International C/O P.T. Global Freight Semesta Wisma Gading Marina, 3rd Floor No.303, Jl. Raya Boulevard Barant No.1C Kelapa Gading - Jakarta 14240 Indonesia Tel : +62-21-45842286 : +62-21-45844003 ( Direct ) Fax : +62-21-45842287 E-Mail: [email protected] 8). Manila (Also can contact for Cebu as well for coordination) Marisol International C/O Airspeed International Corp 2nd Flr., GGB Bldg. Pascor Drive Paranaque City, 1704 Philippines Ph: 63 2 852 7328 loc. 133,169,145 Fx: 63 2 854 1289, or 854 7377 Contacts: Marichu Dimaano E-Mail: [email protected] - [email protected] - [email protected] 9). Bangkok Marisol International C/O Logistics Management Services Tel: 662-716-5368, 716-5185-86 Ext. 106 Fax: 662-716-5187 Mobile Phone: 6681-421-6749 Contact: Sompoch Tathai E-Mail: [email protected] - [email protected] - [email protected] ** REV. 8-1-12 52 XV. ACCOUNTS PAYABLE – DIRECT IMPORT Billing Invoice-All invoices must be in English, legible, and include: 1. Vendor Name –Includes the Vendor name and/or shipper name. 2. Address –Includes the shipping location. 3. Name and Address of Purchaser or Consignee – CBOCS Distribution, Inc., unless designated only by a Cracker Barrel representative. 4. Manufacturer Name and Address – If different from Vendor or shipper. 5. Invoice number 6. Invoice date 7. Ship dates – Export date to the United States. 8. Port of entry where goods are destined – As designated by Cracker Barrel. 9. Terms of Sale (Incoterms) – As agreed to and confirmed on our purchase order. Terms indicate where the transfer of ownership will occur, and responsibilities of each party in the import transaction. 10. Cracker Barrel Purchase Order number – As confirmed at time of order placement. 11. Cracker Barrel SKU number – As indicated on purchase order. 12. Description of Goods –Include a detailed description using common names of merchandise, material make-up, marks or numbers under which goods may be sold or packaged. 13. Quantity Shipped – By item, must match other export documents. 14. Unit Cost by Item – As agreed to by the Buyer. All goods must show a value even if the goods are being shipped at no charge to the consignee. 15. Extended Cost by Item – Equal to quantity multiplied by the unit cost. 16. Subtotal of Extended Cost – Before discounts. 17. Discounts – As per agreement with the Buyer. 18. Total Amount Due – Total price owed by Cracker Barrel. 19. (Special Note: Unit cost of an item imported into the United States must include all manufacturing costs, inland transportation [not incident to the international shipment], packaging, ticketing, selling commission or any other seller related expenses.) 20. Currency of the Transaction – All invoices must be issued in U.S. dollars and declared on the invoice. 21. Country of Origin – This declaration should be by item and represent the place goods were manufactured, grown, or produced. 22. Appropriate Declarations – including: 23. Any other goods or services furnished for production of goods not included in the invoice. 24. A declaration certifying there are no solid wood packaging materials or if solid wood materials are shipped, a certification of inspection to verify no pests are present. 25. Signature of Responsible Individual – The invoice must be signed by a representative of the Vendor and/or shipper. 53 XVI. NON-COMPLIANCE CHARGEBACKS Cracker Barrel has the right to impose chargebacks on Vendor or recover or set-off damages caused to Cracker Barrel against any purchase order, in the event of (i) any variation from the terms and conditions of the purchase order, (ii) shipment of defective merchandise or (iii) any failure by Vendor to comply with the terms and conditions of this is manual. A. Shipments: Our expectation is that 100% of all Cracker Barrel orders ship complete and on time. For those incidences where a shipment will be late, you must contact the Buyer immediately. • All late shipments must be communicated to the Buyer at least 2 weeks in advance of the ship date on the purchase order. Failure to notify the Buyer of any late shipment will result in a chargeback fee of minimum 5% of invoice value. • The Buyer can cancel any order that is not shipped by the cancel date as specified on the purchase order. • The Buyer can accept shipment delays up to 2 weeks from the cancel date. A late fee of 10% of invoice value will apply. • The Buyer can accept up to 4 weeks delay with the approval of Cracker Barrel’s General Merchandising Manager. A late fee of 20% of invoice value will apply. • No extensions will be granted if an order is late past 4 weeks from the cancel date. • This does not apply to authorized consolidated shipments which cause delays. • Unapproved consolidations will result in a 5% chargeback of invoice value. • Vendor may choose to airfreight merchandise at their own expense to meet deadlines and avoid chargeback. 3. Split Shipments: All split shipments must be approved by the Buyer and the Vendor must pay freight on any secondary shipments outside the initial shipping window. 4. Case or Inner Pack Changes: • Any changes to the inner pack or case pack after purchase order approval is subject to order cancellation. • If the Buyer is notified up to 30 days prior to ship date on the purchase order, Buyer may accept in Buyer’s sole discretion. • If the Buyer is notified in less than 30 days prior to the ship date, a late fee of 5% will apply. • If the Buyer is not notified regarding any changes and the order is received into Cracker Barrel Distribution Center, penalty charges will be assessed to include 10% of invoice value plus any applicable handling fees. 54 B. Product Infractions: 1. Quality issues: The following are considered product infractions. For all product infraction issues, the Vendor must reimburse Cracker Barrel for the full landed cost of the product, including freight, duty and agent commission fees (if applicable), plus applicable handling charges and fines. • Production does not meet specification of approved product ordered. • Performance issues identified at store level and/or concerning Guest returns. • Any issues identified by local, state or federal agencies. • Safety or health risk to Guests or employees. • Shipments of products that do not meet the Cracker Barrel Quality Assurance Testing requirements as set forth in Article XVI herein. • Refer to the Supplier Approval Process for Food Items. 2. Damages (Non Food Products): Damages in excess of 5% for the purchase order must be reimbursed for the difference between the total damages percent less the 5% allowance. (Example: If total damages on an item are 12%, the Vendor will reimburse 12%-5% allowance = 7 %). This charge will be calculated at the full landed cost of the item, including freight, duty and agent commission fees (if applicable). 3. Product Substitution: Substitutions are not allowed and are considered Quality issues and subject to the fines indicated above. 4. Ticketing Errors: A fee of 5% of the order plus all applicable handling charges will apply. 5. Product Recall or Product Withdrawal: In the event of a product recall or product withdrawal, Vendor will be charged the full purchase cost of total inventory, freight, and handling expenses incurred in the processing a recall or withdrawal, plus any additional fees required. 6. Shorter Than Specified Shelf Life on Food Items: Cracker Barrel shall be entitled to full credit (no return to vendor/discarded on site). 55 D. Distribution Center Documentation Violations and Handling Charges Cracker Barrel has established the following requirements to ensure maximum efficiency in product flow into the Cracker Barrel Distribution Center (“DC”). Any violation of these requirements will result in chargebacks to your company. If a violation occurs, Cracker Barrel will issue a "Notice of Violation" explaining the situation and charge. The following DC documentation and labor chargebacks will be based on either a violation fee of $250 where labor is not applicable, or a labor fee of $50.00 per hour to correct any issues, with a minimum charge of $250. If your product is rejected or recalled, the Vendor will be subject to a chargeback for all labor involved in the movement of the product at the store level and the DC, in addition to all transportation costs and other expenses (i.e., duty, import fees, exams), where applicable. If subsequent orders are not corrected, after two repeat offenses, you may be subject to a fine of 5% of total invoice value. DC Chargebacks may include, but are not limited to the following violations: Incorrect invoice/ASN/Missing or Palletization/Packaging/Labeling not in Late Documents conformance with specification Reprocessing Unauthorized freight (re-ticket, re-label, re-pack) Incorrect supplier or inner pack quantity Mixed merchandise in cartons Short or over shipment against ASN Inadequate packaging Exceeding carton limits in size Food products without expiration dates or weight Recalled or defective merchandise Different carton configuration for same item SKU substitutions (sorting product) Cracker Barrel’s Vendor Compliance team monitors all compliance standards and issues letters concerning non-compliance. For your assistance, Cracker Barrel provides a DC Vendor Compliance Coordinator to work with you on violation issues. E. Direct to store shipment chargebacks • • • Misticketed items: $50.00 an hour (min. ½ hour) times the number of stores effected. Misprinted boxes that require removal of the box: $50.00 an hour (minimum ½ hour) per store effected. Not salable products: Credit for full cost of effected items plus freight. For questions concerning Retail chargeback, contact the appropriate Buyer. 56 XVII. QUALITY ASSURANCE CRACKER BARREL OLD COUNTRY STORE TESTING PROGRAM OVERVIEW CONFIDENTIAL Distribution of this document is strictly limited to appropriate personnel within Cracker Barrel Old Country Store, CBOCS Vendors, and BVCPS August 1, 2012 Bureau Veritas Consumer Products Services - US Patti Luthringer Customer Service 100 Northpointe Parkway Buffalo, NY 14228 [email protected] Office: 716-505-3478 Fax: 716-505-3301 Bekki Badore Program Analyst 350 Myles Standish Blvd Taunton, MA 02780 [email protected] Office: 508-844-2748 Fax: 508-844-2789 BV - Overseas Paula Tam [email protected] 57 Table of Contents PAGE SAMPLE SUBMISSION 4 SAMPLE SIZES 4 III. PROTOCOLS 6 IV. RETESTS 6 TESTING FREQUENCY 6 VI. HOLD PROCEDURES 6 VII. RESULTS/REPORTS 7 VII I. TESTING TURNAROUND TIME 7 INVOICING 7 PROGRAM CONTACTS 8 I. II. V. IX. X. 58 INTRODUCTION CBOCS Distribution, Inc., doing business as Cracker Barrel Old Country Store (hereinafter “Cracker Barrel”) Quality Assurance – Product Testing Manual provides the administrative and quality assurance requirements under the current testing program. For Non-Food Products, Bureau Veritas Consumer Products Services, Inc. (BVCPS) is the only approved laboratory under this program and will perform testing on all items as requested by Cracker Barrel and its vendors as outlined in this manual. The performance standards contained in this manual should be used as a guideline to satisfy the requirements of Cracker Barrel. Most methods and test procedures are originated from: • ASTM (American Society of Testing and Materials) • AATCC (American Association of Textile Chemists and Colorists) • CPSC (Consumer Products Safety Commission) • FTC (Federal Trade Commission) POLICY STATEMENT 1. Cracker Barrel is committed to delivering quality merchandise to its guests. 2. This program is based on the requirement that merchandise purchased by Cracker Barrel must be tested to meet product specifications, core functional performance, all applicable laws and regulatory requirements. 3. Samples should be sent directly to BVCPS for testing. 4. This testing or any subsequent result does not limit Cracker Barrel rights or diminish/remove the Vendor’s responsibilities and obligations under the Purchase Order Terms and Conditions. 59 I. SAMPLE SUBMISSION 1. Production samples of merchandise being shipped to Cracker Barrel, including final shelf packaging, or mock-up of packaging to include all necessary content, must be submitted to Bureau Veritas Consumer Products Services, Inc. (BVCPS) using the correct Test Request Form(TRF) filled out complete. The following information must be completed on the Test Request Form: • Vendor ID • Vendor name • Buyer Name • Department # • Product Type (Children vs. Adult) 2. BVCPS and Cracker Barrel recommend vendors submit product at a minimum of 8 weeks prior to their ship date to ensure adequate time is allotted for all testing (and any retesting, if necessary). However, BVCPS will accept all samples for testing regardless of the ship date, including those in which the ship date has passed. 3. Please submit samples to one of the appropriate laboratories on www.bureauveritas.com/cps 4. Upon receipt at the laboratory, all samples will be assigned a BVCPS sample #. The BVCPS sample # will be used to track samples throughout testing and will be referenced on all test reports and invoices. 5. Under certain conditions, samples will be placed ON HOLD status and testing will not begin until the additional samples and/or information are received, according to the procedures outlined in Section VI. II. SAMPLE SIZES 1. Assortments • To keep sample sizes for assortments down, the following compositing procedure has been developed. An assortment is defined as one Cracker Barrel Item # which contains more than one color or style. • Sample sizes for assortments appropriately age labeled for children under 3 years of age are as follows: Sample size Number of color/styles in an assortment 1 12 pieces 2 12 (6 pcs per color/style) 3 12 (4 pcs per color/style) 4 12 (3 pcs per color/style) 5 15 (3 pcs per color/style) 6 18 (3 pcs per color/style) A minimum of 3 samples per color/style in the assortment is required for testing. • Sample sizes for assortments appropriately age labeled for children 3 years of age and over and are identical in shape and size but vary in color, are as follows: Number of colors in an assortment Sample size 1 3 pieces 2 3 (1-2 pcs per color) 3 3 (1 pc per color) 4 4 (1 pc per color) 5 5 (1 pc per color) 6 6 (1 pc per color) A minimum of 1 sample per color in the assortment is required for testing. • Sample sizes for assortments appropriately age labeled for children 3 years of age and over which vary in shape and/or size are as follows: VCMclnVH070110-2 60 Number of shapes and/or sizes in an assortment Sample size 1 3 pieces 2 6 (3 pcs per style) 3 9 (3 pcs per style) 4 12 (3 pcs per style) 5 15 (3 pcs per style) 6 18 (3 pcs per style) A minimum of 3 samples per shape and/or size in the assortment are required for testing. • Sample sizes for assortments that are intended for adults and/or are strictly decorative are as follows: Number of colors and/or styles in an assortment Sample size 1 3 pieces 2 3 (1-2 pcs per color/style) 3 3 (1 pc per color/style) 4 4 (1 pc per color/style) 5 5 (1 pc per color/style) 6 6 (1 pc per color/style) A minimum of 1 sample per color/style in the assortment is required for testing. 2. Ceramic ware Mugs/Cups • 12 samples per style if undecorated at lip and rim area. • 18 samples per style if decorated at lip or rim area. All other ceramic ware: • 12 samples per style. 3. Glassware • 6 samples per style if decorated at lip or rim area.* * Testing of glassware is only required if decorated at the lip or rim area. 4. Electrical/Battery Operated Items • 4 samples per style. • 8 samples per style if adaptor or transformer is present. 5. Large Furniture • 2 samples per style for large adult or children’s furniture items including but not limited to desks, chairs, tables, stands and bookshelves. 6. Retests • Same number of samples as originally tested. • For labeling retests only, 2 fully-packaged samples will be required. • Vendor must indicate that submission is a retest on the Test Request Form. 7. Compositing for Lead Testing • Cracker Barrel does allow compositing for lead testing based on CPSIA guidelines. III. PROTOCOLS 1. Cracker Barrel protocols for testing can be provided by Bureau Veritas or by Cracker Barrel. IV. RETESTS 1. Cracker Barrel will allow one retest for items determined to be non-compliant. 2. Vendors are responsible for informing BVCPS, via the space provided on the Test Request Form, if the submission is a retest and identifying all previous report numbers. VCMclnVH070110-2 61 3. Should an item fail the retest, no further testing will be permitted without prior approval from Cracker Barrel. If a vendor submits samples for a second retest and approval has not been received from Cracker Barrel, the samples will be placed ON HOLD, and both Cracker Barrel and the vendor will be notified according to the procedures outlined in Section VII. 4. A complete evaluation of the mechanical and/or chemical properties of the sample in which the previous failure occurred will be conducted during a retest. Additional testing may also be required based on the corrective action modifications to the product. Retest submissions will be placed ON HOLD status if insufficient samples are submitted. V. TESTING FREQUENCY 1. All merchandise being shipped to Cracker Barrel must be tested at least once every twelve (12) months. However, Cracker Barrel reserves the right to request more frequent testing whenever there are changes in manufacturing such as, but not limited to: • • • • • 2. A new manufacturing site. Changes in the country of origin. Changes in design or component materials. Extended production schedules. New regulations and standards or revisions to existing regulations and standards. Cracker Barrel also reserves the right to perform random and/or additional testing as deemed necessary by Cracker Barrel. This testing will be conducted at Cracker Barrel’s expense if the item passes testing and at the vendor’s expense if the item fails testing. VI. HOLD PROCEDURES 1. Samples will be placed ON HOLD and testing will not be initiated under certain conditions, including, but not limited to, the following: • • • • • BVCPS does not receive the correct number of samples for the appropriate age grade as determined by BVCPS. The Test Request Form is missing or incomplete. The following information must be present on the Test Request Form: Vendor Name, Vendor ID#, Buyer Name, and Product Type and Department #. Applicable documentation is not submitted. A second retest has not been approved by Cracker Barrel. The vendor has outstanding balances with BVCPS beyond 30 days. 2. When samples are placed ON HOLD, BVCPS will notify the vendor within one (1) business day after samples are received at the laboratory, via e-mail using a "Hold" Memo. If necessary, vendors will then be responsible for supplying BVCPS with additional samples, documentation or information needed to initiate testing. BVCPS will notify Cracker Barrel of all samples placed ON HOLD via Bvcpnet. 3. After the samples are released from "Hold" status, test results will be available to Cracker Barrel and to the vendor according to the turnaround times outlined in Section VIII. VII. RESULTS/REPORTS 1. Fail Test Reports A Fail Test Report will be issued for all items, which do not meet the requirements of the Cracker Barrel Testing Program. Vendors will receive the original copy of the report. Copies of failed test reports do not go to Cracker Barrel at their request. It is the vendor’s responsibility to make the necessary corrections, resubmit to secure a pass test report. Cracker Barrel will not approve shipment of products that fail. 2. BVcpnet VCMclnVH070110-2 62 Cracker Barrel will have electronic access to real-time data regarding sample status, results and technical reports, via Bvcpnet. VIII. TESTING TURNAROUND TIME 1. Test results will be available to Cracker Barrel within seven (7) to ten (10) business days after sample receipt via BVcpnet. Vendors will receive a test report within seven (7) to ten (10) business days after samples are received in the laboratory. The turnaround time may be extended up to four weeks or more, for Candles, Electrical, Microbiological and Toxicity Testing, etc. 2. Express services are available at all BVCPS locations at a surcharge for this additional level of service. The express surcharges for BVCPS-HK/USA are as follows: BVCPS – Overseas Same Day Next Day Next Two Day Express List Price +150% surcharge* List Price +100% surcharge List Price +40% surcharge List Price + 150% surcharge Express service is available for hardline and electronic items submitted to BVCPS-Hong Kong at a 100% surcharge. Turnaround time for these services is product and testing specific. BVCPS – USA Same Day Next Day Next Two Day List Price + 175 % surcharge* List Price + 100 % surcharge List Price + 50 % surcharge *For Same Day service, samples must be received at the laboratory before 10:00 a.m. In the event “Express Service” is requested, both Cracker Barrel and the vendor will receive results at the designated “Express Service” turnaround time. The level of express services available may vary per test, due to the nature of the testing being conducted. IX. INVOICING 1. Vendors will be responsible for all testing charges as well as any “Rush Service” charges incurred for samples submitted under the Cracker Barrel Testing Program. 2. BVCPS will invoice the vendor at the conclusion of testing for each submission if the account terms are not prepaid. Cracker Barrel vendors will receive a 30% discount off the BVCPS price list in effect at the time services are rendered. 3. BVCPS' terms are maximum 30 days based on the vendor's credit history. Should a vendor be delinquent in payment, samples will be placed ON HOLD status and both the vendor and Cracker Barrel will be notified. 4. Cracker Barrel has agreed to assist BVCPS in collecting payment from those vendors who are delinquent. VCMclnVH070110-2 63 Quotation required before testing (testing only starts upon signed quotation received at BVCPS with complete information and samples) Next Day Service (24 Hrs) (100% Surcharge) SERVICE REQUIRED : * Please note Priority and Rush services may not be available for all testing or all labs. Next 2 Days Service (75% Surcharge) Regular Service (5-10 Working Days) Next 3 Days Service (40% Surcharge) Same Day Service (150% Surcharge) PLEASE CHECK ONE: Initial Testing Re-Test - Previous Report No.________________________ Please Type Or Print *Vendor Name (Match with PO): *Vendor ID #: Your company Name: (If different from vendor name) Company Address: Contact Person: E-mail address: Telephone No.: Fax No.: Li & Fung Vendor, please fill in the following information. Li & Fung Contact Person: E-mail address: Telephone No.: Fax: No.: Invoicing Information if different from Above Company Name: Company Address: Contact Person: E-mail address: Telephone No.: Fax No.: Sample Information Product Description: Special Details: Food Safe Non Food Safe Microwave Safe Not for Microwave VPN (Vendor Product No.): Color: *Buyer Name: Mindy Holder Karen Smith Dishwasher Safe Indoor Phthalates Not for Dishwasher Outdoor For Decoration Only Hand Wash Only *Products: Children Adult (Place check one) *SKU Number: (More then one please separate by commas) Country of Origin: John Jankowich Deborah Faulkner Mary Beth Tome Other Jennifer Macho *Department No.: PO Number: # of Samples Submitted: *Mandatory Fields and must be filled in. Sample will be placed on hold if the above information is missing. *All items must be submitted with packaging or the test report will be a FAIL Return Sample: No Return Samples (Delivery charges will be billed OR please Self Collect Failed Samples Self Collect Tested Samples provide your courier Account No.) Signature: Date: Date Received: ________________________ VCMclnVH070110-2 For Laboratory Use Only Lab Number: ___________________________ Quantity Received: ________________Receiver: 64 65 VCMclnVH070110-2 66 XVIII. CRACKER BARREL PRIVATE LABEL BRANDED PACKAGING REQUIREMENTS Cracker Barrel sells private label merchandise branded with the “Cracker Barrel Old Country Store” name and logo through its Cracker Barrel Old Country Store ® locations and on its website. Cracker Barrel issues purchase orders to selected Vendors for the purchase of the Cracker Barrel branded merchandise. All such merchandise selected for any Cracker Barrel private label program requires customized packaging. “Cracker Barrel Old Country Store” name and logo are trademarks of CBOCS Properties, Inc. Vendor may use the “Cracker Barrel Old Country Store” name and logo solely in connection with the private label merchandise to be manufactured and produced by Vendor for sale to Cracker Barrel. Vendor shall use the Cracker Barrel trademarks in compliance with the Cracker Barrel Old Country Store ® Style Guide. The Style Guide will be furnished to the Vendor by Cracker Barrel upon Cracker Barrel’s selection of the Vendor. Vendor warrants that it shall not misuse the Cracker Barrel Old Country Store brand or trademarks and shall only use the trademarks in connection with the manufacturing or production of the branded merchandise to be sold to Cracker Barrel. Vendor shall not sell or supply merchandise that includes Cracker Barrel intellectual property, including trademarks, to any party, other than Cracker Barrel. Vendor agrees that CBOCS Properties, Inc. shall own any and all rights to the creation, artwork and design of the Cracker Barrel Old Country Store brand packaging. Vendor agrees to indemnify, defend and hold CBOCS Properties, Inc. and its related entities, and their directors, officers, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including attorney fees) or other expenses that arise directly or indirectly out of or from (i) Vendor’s breach of the terms and conditions set forth in this Article and (ii) Vendor’s improper, unauthorized or negligent use of intellectual property owned by CBOCS Properties, Inc. including, but not limited to, trademarks. Please see Cracker Barrel Packaging Style Guide located at: https://filetransfer.crackerbarrel.com/compliance Please contact [email protected] regarding questions on packaging. VCMclnVH070110-2 67 XIX. PUBLIC DISCLOSURE. Vendor shall not make any public announcement in any form whatsoever of the relationship with Cracker Barrel and/or the fact that Vendor has furnished or contracted to furnish to Cracker Barrel goods or merchandise, nor use the name of Cracker Barrel or the “Cracker Barrel Old Country Store” name and logo trademarks in any publications at any time without the prior written approval of Cracker Barrel. VCMclnVH070110-2 68 XX. FOOD RELATED PRODUCT REQUIREMENTS A. Food Products • • • • • • • • Expiration/Use by/ Best by dates on the product must be formatted as a standard calendar date (month/day/year). Interior and Exterior code dates used must match in format and date. Retail food is a general merchandise PO. All products are required to have tampered proof seals/packaging. It is the Vendor’s responsibility to alert the Buyer if product is heat sensitive and should be shipped refrigerated. It is never acceptable to use “cool packs” to ship merchandise to Performance Food Group or our DC’s. Product needs to ship refrigerated to Performance Food Group using refrigerated trucks. Vendor is responsible for any damages incurred if this protocol is not followed. Julian dates or codes are not acceptable as expiration dates without prior approval. May utilize a standard UPC 12-digit Barcode as long as the expiration date and retail price are on the product near the barcode Price tickets are required. They can be in one of two types. • Tickets must be a small black and white sticker placed in an inconspicuous area, not covering any information. Location of tickets on new items must be approved by buyer. • It’s not necessary to specify “Distributed by CBOCS Distribution, Inc.” on food price tickets. • Ticket information can be printed directly on packaging. Vendor requirements for Approval: • A Food Safety Audit shall be conducted by a 3rd party firm every 12 months. This includes all production, packing and storage facilities. Cracker Barrel will only accept a passing score of 90% or equivalent approved by QA.. Refer to the Supplier Approval Process for approved 3rd Party Auditing firms. • A Mock Recall and Recall Program must be submitted with a Mock Recall submitted to Cracker Barrel’s QA team every 12 months. • A signed copy of Cracker Barrel’s QA Supplier Approval Process. • Product Specification. • If applicable, toy safety testing every 12 months. • Before a new item can ship a case of PRODUCTION samples must be sent to TaJuana Garvin for approval. QA will not accept mock up samples. • Metal detection. • All production, packing and storage facilities must comply with all local and federal laws. • All product must comply with all federal, state and CPSC laws. Quality Assurance & Food Safety Team Contacts: Betsy Kaesontae: 615-235-4271 [email protected] TaJuana Garvin: 615-235-4370 [email protected] VCMclnVH070110-2 69 B. Food Safety Requirements for Decorative Serve ware If an item is designed solely for decoration, the manufacturer must permanently mark the product with a safety warning as specified by the Food and Drug Administration. There are three options outlined by the FDA. Cracker Barrel will accept only one option listed below. Not for Food Use - Food Consumed from this Vessel May be Harmful Note: This message must be present in two forms: 1. A conspicuous stick-on label must be on the back of the item that is clearly visible to the consumer. 2. A conspicuous and legible permanent statement on the exterior surface of the base of the ceramic. Please review all details required by the FDA on warning statements. For further information, please go to www.fda.gov. VCMclnVH070110-2 70 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement ("Agreement") is made and entered into by and between ______________________________________________________________________________ (“Vendor”), with offices at ______________________________________________________ and CBOCS Distribution, Inc. with offices at 305 Hartmann Drive, Lebanon, Tennessee 37087 (“Company”) and has an effective date of_____________, 20____ This agreement super cedes any prior confidentiality agreements as to the same Purpose between the parties. WHEREAS, Vendor has provided or may provide in the future goods and/or services to Company (hereinafter referred to as the "Purpose of the Agreement"); WHEREAS, as a result of Vendor providing goods and/or services to Company, Vendor has and may become familiar with and acquire knowledge of confidential information and certain trade secrets that are valuable, special, and unique assets of the Company and/or its parent company, affiliates or related entities (“Related Entities”). Vendor agrees that any such confidential information and trade secrets are the property of the Company and/or Related Entities; NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and other good and valuable consideration, Company and Vendor agree as follows; 1. Company may disclose to Vendor, and subject to the provisions herein, Vendor may further disclose to third parties, certain proprietary information of Company and/or Related Entities to accomplish the Purpose of the Agreement, including (but not limited to) information and knowledge pertaining to any technical, business, financial or other information or data disclosed by Company or any of its Representatives hereunder, including, without limitation: intellectual property, trade secrets, technology, product specifications, data, evaluations or testing of products or processes, know-how, show-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, plans, samples, inventions and conceptions of inventions, (whether or not patentable, whether or not reduced to practice and whether or not yet made the subject to a pending patent or patent application or applications), ideas (including ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject to a pending patent or patent application or applications), proposals, copyrighted or copyrightable works, past, current, and planned research and development and related information, past, current and planned manufacturing or distribution methods, practices, procedures, techniques and processes, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and processes, formulae, composition, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information related to any of the foregoing), financial projections and budgets, historical and projected purchase requirements, past, current and proposed business plans, practices, procedures, techniques and processes, the names and backgrounds of key personnel, and personnel training techniques and materials. Such proprietary information shall also include, without limitation, VCMclnVH070110-2 71 documents, correspondence, memoranda, e-mail or other electronic communication or electronic media or databases, copies, excerpts, digests, summaries, reports or presentations, including, without limitation, any excerpts, notes, digests, summaries, analyses, compilations, reports, presentations or other materials containing or reflecting, in whole or in part, any confidential information of the Company and/or Related Entities that are created or caused to be created by or on behalf of the Vendor or its Representatives. All such information shall be deemed confidential, proprietary, and valuable trade secret information which is the exclusive property of Company and/or Related Entities and is referred to herein as "Confidential Information". 2. Vendor shall use the Confidential Information exclusively for accomplishing the Purpose of the Agreement. Any and all Confidential Information received by Vendor, whether before, after or during the execution of this Agreement, shall remain the property of Company, and shall be kept confidential by Vendor and not used for itself or disclosed to others except with the prior written consent of an authorized officer of Company. 3. Vendor shall disclose the Confidential Information only to its own employees on a need to know basis in order to carry out the Purpose of the Agreement. Company acknowledges and agrees that it may be necessary for Vendor to further disclose the Confidential Information to third parties not subject to this agreement in order to accomplish the Purpose of the Agreement. In such an event, Vendor shall (1) notify and seek the prior written approval and consent of Company as provided in Section 2 above, and (2) enter into a non-disclosure agreement with such third party or third parties. Vendor further agrees that any such nondisclosure agreement shall contain terms and covenants which are, at minimum, at least as restrictive as and which are substantially similar to, the terms and covenants herein. Upon request, Company may request from Vendor (1) a copy of the non-disclosure agreement it intends to enter into with such third party or parties, and (2) a copy of the executed non-disclosure agreement. 4. The restrictions and obligations upon Vendor under this Agreement concerning confidentiality shall not apply to any portion of the Confidential Information which: (a) Is disclosed to the Vendor in good faith by a third party who is in lawful possession thereof and who has the right to make such disclosure; (b) Is or shall have become part of the public domain, by publication or otherwise, through no fault of Vendor; or (c) Is developed by Vendor, as evidenced by written records, independent of receipt of any Confidential Information. 5. Agreement. The parties do not intend that any partnership or agency relationship be created by this 6. In the event that Vendor is required by judicial or administrative process to disclose the Confidential Information, Vendor shall promptly notify Company and allow Company to oppose such process. 7. The disclosure of such Confidential Information does not give any express or implied right or license to Vendor, under any patents or trade secrets of Company, nor does it give any express or implied right or license to use such information for any purpose other than the Purpose of the Agreement. 8. All Confidential Information, including copies thereof, will be certified as destroyed or returned to Company upon the expiration or termination of the Purpose of the Agreement or within 30 days of receipt of a written request to return such Confidential Information from Company. Upon request, Vendor may maintain one copy of said Confidentiality Information for archival purposes only. 9. The parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that they shall be entitled to seek equitable relief, including injunction and specific performance, to enjoin any such breach, or threatened breach hereof, in addition to all other remedies available at law or in VCMclnVH070110-2 72 equity, including provable money damages. If either party breaches this agreement and a lawsuit arises from such a breach, the breaching party will be responsible for the non-breaching party’s fees and costs, including attorney’s fees and court costs. In addition, the breaching party agrees to indemnify the nonbreaching party against any and all losses, damages, claims, or expenses incurred or suffered by the non-breaching party as a result of the breaching party’s breach of this Agreement. 10. This Agreement will be governed under and construed in accordance with the laws of the State of Tennessee without regard to conflicts of laws principles. Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement may be brought against either of the parties in the courts of the State of Tennessee, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Tennessee, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. IN WITNESS WHEREOF, the parties have caused this Confidentiality Agreement to be executed as of the date set forth above. __________________________________, CBOCS Distribution, Inc. Signature:____________________________ Signature:___________________________ Name: Name: Title: Title: Date: Date: VCMclnVH070110-2 73 CBOCS DISTRIBUTION, INC. VENDOR COMPLIANCE MANUAL ACKNOWLEDGEMENT Vendor hereby acknowledges that it has read, understands and unconditionally agrees to the terms and conditions set forth in detail in the CBOCS Distribution, Inc. Vendor Compliance Manual (the “Manual”). In the event that Vendor fails to sign and return this acknowledgement to Cracker Barrel, Vendor’s shipment of products to Cracker Barrel constitutes its unconditional acceptance of the terms and conditions set forth in the Manual. Please complete, sign and email/mail this acknowledgement within fifteen (15) days of receipt to: [email protected] Or directly by mail to: Brandy Wrye Cracker Barrel Old Country Store 305 Hartmann Drive Lebanon, TN 37087 VENDOR (COMPANY NAME):______________________________________________ CONTACT NAME: ________________________________________________________ SIGNATURE: _____________________________________________________________ TITLE:___________________________________________________________________ ADDRESS: _______________________________________________________________ _________________________________________________________________________ EMAIL ADDRESS: ________________________________________________________ COMPANY WEB SITE ADDRESS: ___________________________________________ If the contact person for Vendor changes in the future, Vendor must notify Cracker Barrel immediately and Vendor shall be obligated to make the new contact aware of the Manual and the policies therein. 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