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Vendor Manual February 2014 Dear Vendor Partner, This manual is in response to many requests

Vendor Manual February 2014

Dear Vendor Partner,

This manual is in response to many requests we ve received regarding how best to work with Universal Direct. Many of the requirements and policies outlined are dictated not by us, but by State and Federal law. Following these procedures is in the best interest of all parties.

NEW VENDORS:

Please sign and return pages 3 and 5 after reviewing this document. We also need your certificate of insurance as outlined on page 4.

You can email to compliance@woecatalog.com or mail to:

Universal Direct Fulfillment

5581 Hudson Industrial Parkway

Hudson, OH 44236 Attn Purchasing Dept

CURRENT VENDORS :

If we already have the signed documents on file for your company we still need your annual Insurance certificate as noted on page 4. Documents can be

emailed to compliance@woecatalog.com or mailed to:

Universal Direct Fulfillment

5581 Hudson Industrial Parkway

Hudson, OH 44236 Attn Purchasing Dept

TABLE OF CONTENTS

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Signature Sheet Insurance Requirements Product Sheet Requirements and Signature Sheet for US Lead Standard Requirements Purchase Order Guidelines Drop Ship Vendor Procedures Quality Control Proposition 65 Packing and Labeling Instructions Warning Label Instructions Vendor Freight Routing Guide Advance Shipment Notification Return to Vendor Instructions Invoicing Guidelines Charge Back Schedule Intellectual Property Rights

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Vendor acknowledges receipt and understanding of the Universal Direct Fulfillment Corporation Vendor Compliance Manual

Vendor acknowledges receipt and understanding of the Universal Direct Fulfillment Corporation Vendor Compliance Manual dated February 2014.

Vendor confirms that products are in compliance with all product safety laws, labeling requirements, and carry appropriate product liability insurance

Vendor has researched trademark and copyright issues and has free and clear license to sell its products to UDFC.

Vendor will defend and fully indemnifies UDFC and its associated companies (Universal Screen Arts, Signals Catalogue Corp, What on Earth Catalog, The Wireless Catalog, Art and

Artifact Catalog, Bas Bleu, Support Plus, Catalog Classics. Floriana, and Universal Direct Brands) from any and all claims that may arise from trademark or copyright infringement; product safety or recall issues.

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Vendor Principal

Date

Vendor Name:

Please return this document to compliance@woecatalog.com or mail to:

Universal Direct Fulfillment 5581 Hudson Industrial Parkway Hudson, OH 44236 Attn Purchasing Dept

INSURANCE REQUIREMENTS

The vendor shall maintain and keep in force, at its own expense, the following minimum insurance coverage and minimum limits:

(a) Primary Commercial General Liability Insurance, including Products Liability Insurance, covering claims for bodily injury, death, and property damage, including premises and operations, independent contractors, products, services, and competed operations, personal injury, and contractual, with limits as follows- (1) occurrence limit of $1,000,000 for bodily injury, death, and property damage; $2,000,000 products and completed operations aggregate and $2,000,000 general aggregate.

Vendor will provide Universal Direct Fulfillment Corporation with a certificate of insurance evidencing the above policies. All policies must be responsive to include any lawsuits filed in the United States. Universal Direct Fulfillment Corporation shall be named as additional insured with respect to the Commercial General Liability policy. There shall be no material changes or cancellation of such insurance without 30 days prior written notice to Universal Direct Fulfillment Corporation. Vendor shall be responsible for payment of any and all deductibles from insured claims under its policies of insurance. The coverage afforded under any insurance policy obtained by vendor pursuant to this Vendor Compliance Manual shall be primary coverage. Regardless of whether or not Universal Direct Fulfillment Corporation has similar coverage it shall not contribute to the payment of claims with respect to this agreement. In addition, all policies shall contain a waiver of subrogation in favor of Universal Direct Fulfillment Corporation.

Annually, Vendor shall provide Universal Direct Fulfillment Corporation with a certificate of insurance evidencing such coverage by the effective date of the renewal of such coverage.

Email copies to compliance@woecatalog.com or mail to; Universal Direct Fulfillment 5581 Hudson Industrial Parkway Hudson, OH 44236 ATTN: Purchasing Dept

PRODUCT SHEETS

Once a product has been selected to appear in a catalog a product sheet will be sent. The product sheet must be thoroughly completed and returned in a timely manner. Note that the required signature sheets and insurance certificates requested in this document must arrive to us before an order can be submitted. Prices and availability are expected to be guaranteed for 1 year.

ADDITIONAL INFORMATION NEEDED FOR APPAREL Spec sheets for clothing must include all sizes and styles available Sampled color name/color code Material content, care and washing instructions

All product sheets must include a completed lead information sheet such as the one below::

We must be assured that our customers receive quality merchandise made to exacting U.S. standards and according to good manufacturing practices.

Recently, issues of unsafe lead content in products from China have been widely reported and we have become aware that some products imported from China were produced with paint, materials and finishes contaminated with lead.

These products included personal care items such as toothpaste and eye shadow and toys, glazed pottery and jewelry products.

While we are confident that none of our suppliers have produced or sold products to Universal Screen Arts, Inc. that contain lead, we ask for your assurance on this matter.

If you know of any product containing lead in amounts greater than 600 parts per million (600 ppm), or more than 0.06% lead to say it another way, as stipulated by the Consumer Product Safety Commission, that has been produced, sold or otherwise distributed to Universal Screen Arts, Inc., we ask you to identify those products to us, including any products now in production or in transit. We will return any items in our possession or in transit to you and request a full refund for cost of goods and any expenses. Any items in production, on order or unshipped will be cancelled for a full refund and expenses. An exception will be leaded crystal items, which may contain up to 24% lead, but such items must be marked with the Proposition 65 warning label. Any jewelry or decorative items that are pewter must be made from lead-free pewter.

Please acknowledge your acceptance of this query below where indicated and return to us.

Thank you for your support and cooperation in this matter.

Please sign and return with Page 3 signature sheet.

matter. Please sign and return with Page 3 signature sheet. I acknowledge receipt of this request

I acknowledge receipt of this request and certify to Universal Screen Arts, Inc. that none of the products supplied by our company contain unsafe levels of lead.

Company:

Print Name & Title:

 

Signature:

Date

PURCHASE ORDER GUIDELINES

All merchandise must be delivered in-house by DATE REQUIRED on any P.O. Any

delivery extensions must be requested via e-mail or phone to the contact listed on the P.O. Approval will be communicated via returned phone, or e-mail if accepted. UDFC reserves the right to cancel or adjust any PO which arrives after Date Required without pre-approval of delivery extension. Failure to meet delivery requirements may result in a 5% deduction off invoice for

the value of the late merchandise for each week beyond the agreed upon ship date. Purchase Order information on delivery dates and prices are binding, unless

communicated and authorized via fax, phone or e-mail. Purchase Orders must be acknowledged within 48 hrs by return fax or phone.

Purchase Orders must be confirmed to purchasing agent listed on the bottom of

the P.O. Purchase Orders will be sent via email.

All P.O. s shipped to UDFC must be individually bagged or boxed and labeled with

the UDFC item number and size as negotiated. Otherwise, a charge back for in-house prep will be issued, or the merchandise returned. Two shipments are acceptable per P.O. Shipping expenses will not be paid on

balances after the first shipment. Partial shipments must be approved by the Purchasing Department. If partial shipments are approved, please invoice only for the quantity shipped. Backorders are NOT to be cancelled unless authorized by the Purchasing

Department. No substitutions will be accepted without prior authorization from the Purchasing

Department. Purchase Order acceptance is a binding contract, with legal ramifications if not

adhered to. All duplicate shipments will require a UPS, Fed Ex or truck Call Tag at the expense

of the vendor. UDFC is not responsible for duplicate shipments. A deduction for shipping will be taken off the invoice for vendors who do not provide a call tag or other method to return product. Any unwanted goods delivered in excess of the P.O. or before the delivery date may be returned at the vendor s expense and charge back fees will be incurred for handling and storage costs.

We reserve the right to keep an over shipment if we deem the goods are needed.

The vendor will not make any changes to the P.O. unless done with the Purchasing Department s written instructions/approval.

DROP SHIP VENDOR PROCEDURES

UDFC will send a cover sheet providing the number of orders in the packet and an

original packing slip for each actual order. Do not use this label for shipping purposes, as the tracking information will not be valid when shipping from your location. Orders can be sent via electronic file. E-mail ds@woecatalog.com for information on this service. Treat the main body of the order as a packing slip; put it into the carton so the customer has a record of what was ordered. Please check each packing slip carefully for QUANTITIES ORDERED.

You MUST provide confirmation of shipment, as invoices will not be paid until we know the merchandise has been shipped. Please email ds@woecatalog.com or

fax this notification to 1-330-650-5137.

The email address can be built directly into

your carrier system for automatic notification. When invoicing, please reference our order number and customer name from the

packing list, or send a photocopy of each order. Itemize the following on each invoice: catalog name, item cost, drop ship fee and actual freight charges unless item is shipped third party. No more than 10 orders per invoice will be accepted. Unless otherwise authorized, each shipment must ship via a minimum traceable

ground carrier service or use the previously agreed upon shipper. (Larger items may be shipped via truck. You will be contacted concerning that special service.) Drop Ship vendor may not include any materials or vendor contact information

(including websites, vendor name, address, phone, etc.) without prior written approval from Merchandise Buyer. Collection, retention or use of any customer information is strictly forbidden

beyond what is required to fulfill the drop ship order. We will protect our customer s privacy and our interests to the full extent of the law. FYI: If the shipment is a gift order, our shipping label will indicate the different ship to address and the packing slip you receive will not show retail prices.

CREDIT AND BILLING FOR DROP SHIP

Invoices should cover no more than 10 orders and include:

1. Customer Name

2. UDFC Order Number

3. UDFC Item Number

4. Drop Ship Fee (if any)

5. Shipping Costs (unless shipped 3 rd party)

6. Credit Memos for goods not being replaced should include shipping charges.

In the event that an item is lost, damaged, or defective upon arrival a no charge invoice must be forwarded for the replacement order. In the event a no charge replacement cannot be sent the new invoice will be held pending receipt of a credit memo for the original amount. Replacement orders are issued if the error was ours: if you require a new order number to resend - use the original number and replace the letter with the letter Z. (This indicates the order is a replacement and is processed accordingly.) We expect all credits to be processed in a timely fashion and credit memos to be received at our location within 30 days.

QUALITY CONTROL

Merchandise of poor or inferior quality WILL NOT be received.

Style changes or substitutions WILL NOT be accepted, unless pre-authorized.

Defective and inferior merchandise cost will be deducted from the invoice and the vendor will be notified.

All products requiring preparation for sale (see Purchase Order guidelines) without advance agreement will be subject to a minimum labor fee for the first hour, and a fee for each additional hour as noted in our charge back schedule($25/hour).

Due to the cost of processing paperwork and shipping, all merchandise failing our quality inspection under the cost value of $50.00 cost WILL NOT be returned. Product totaling $50.00 or more will be returned at vendor s request and expense. Please note on invoices if a return authorization is required when returning product.

Short shipments discovered upon receipt are subject to equal deductions off invoice. Vendor will be notified.

The following guidelines are required when shipping the products listed below:

Jewelry must be hypoallergenic. Please include anti-tarnish strips in each individually bagged piece of jewelry. Watches must have written warranties and clear instructions for changing the battery. To increase battery life of watches, battery life strips must be inserted to deactivate the time function.

Apparel must have sewn in labels showing all information required by law such as care, fabric content, country of origin, and size. All apparel is to be shipped flat in individual poly bags without hangers unless otherwise requested. Sizes and styles must be segregated in individual master cartons.

Electrical items must be UL Listed and properly labeled. Operating instructions or directions are to be included for all items requiring them, such as radios, games, or items needing some type of assembly.

Food items must be sealed and have all information required by law including ingredients and nutritional information listed on the package. The expiration or fresh date must be clearly marked on each package.

Furniture pieces must be packaged to ensure that the package can withstand shipping to its final destination, our customer. Sufficient packaging around all surfaces is required. Product packaging must pass the industry standard drop test. Products intended for decorative use only must include labeling stating this fact. If required include assembly instructions.

Lamps are to be packaged in the same cartons as the shades whenever possible. If lamps and shades must be packaged in two cartons, written approval must be received from the buyer. All lamps must have attached label specifying bulb wattage limitations.

Children s Jewelry, Items, and Toys must pass all U.S. Consumer Product Safety regulations. We must be made aware of any age limitations (i.e. ages 3 and up). Sleepwear must pass all standards for flammability.

Avoid a costly Lawsuit - Familiarize yourself with the California Proposition 65 and how it affects your products!

For more information on Prop 65, visit: http://www.oehha.ca.gov/

The following article is a reprint that points out the complexity of the Prop 65 law. The scope of products falling under Prop 65 has increased in the past several years and we encourage our vendors to be diligent. Manufacturers are ultimately responsible for paying penalties.

Proposition 65: A Deceptively Simple Law With Costly Consequences

December 2011 By Cordon T. Baesel The relentless pursuit by the California plaintiffs bar of Proposition 65 claims against companies doing business in the state has all the makings of a reality television show. Prop. 65 the deceptively simple law requiring warning signs if products or environments expose individuals to toxic chemicals has resulted in more than 2,200 settlements and more than $125 million in damages paid in the last decade alone. Almost 70 percent of that amount $86 million has gone to attorney fees. For companies who lack a thorough understanding of the law and its defenses, a Prop. 65 settlement can end up being a cost of doing business in the state. If your company's items are sold in California, you need to know about this litigation reality. WHY IS PROP. 65 PROBLEMATIC? Formally known as The Safe Drinking Water and Toxic Enforcement Act, Prop. 65 is a seemingly straight-forward statute, authored by several well-known environmental defense groups. The thrust of the statute is to require a specific warning of potential exposure to harmful chemicals. Codified in California Health and Safety Code section 25249.6, it provides:

No person in the course of doing business shall knowingly and intentionally expose any individual to a chemical known to the state to cause cancer or reproductive toxicity without first giving clear and reasonable warning to such individual, except as provided in Section 25249.10. On its face, it is reasonable to expect manufacturers to abide by this statute. Where the problem arises is that Prop. 65 applies regardless of the amount of the chemical in a product emission or workplace exposure. Even minute or trace amounts will arguably trigger the warning requirement

even if there is virtually no risk of cancer or reproductive harm from the exposure.

Most Prop. 65 compliance problems arise because targeted products or business operations are not intended to cause exposures to the listed carcinogens or reproductive toxicants. Ongoing advancements in chemical detection methodologies provide the plaintiffs bar with data that supports claims of alleged exposures to detectible levels of Prop. 65 listed chemicals.

WHAT DOES PROP. 65 COVER? Products and chemicals that have been the target of Prop. 65 litigation include: French fries and potato chips (acrylamide); belts and shoes (lead compounds); secondhand tobacco smoke (numerous carcinogens); wood dust (carcinogen); shampoo (1,4 dioxane) and railroad ties (creosote). Prop. 65 regulations provide specific guidance on what warning language to use, and how to warn different classes of individuals that may be exposed to a listed chemical(s). The warning language for

a consumer product should basically read as follows:

WARNING: This product contains a chemical known to the State of california to cause cancer, birth defects or other reproductive harm. (27 cal. code of regs. § 25603.2.)

WELCOME TO THE PLAINTIFFS' PROP. 65 REALITY SHOW: PRIVATE ENFORCEMENT FOR ALL With their environmental defense background, the authors of Prop. 65 added one critical wrinkle rendering it a highly effective tool for plaintiffs attorneys: A Private Enforcement Right. Private individuals or environmental groups are entitled to bring Prop. 65 enforcement actions if they determine a listed chemical is present in the product or exposure scenario at issue 1 . Actions to enforce Prop. 65 may be brought by the Attorney General in the name of the People of the State of California, by any district attorney, or any city attorney of a city having a population in excess of 750,000. (Id., § 25249.7, subd.(c).) Private parties may enforce Prop. 65 in the public interest, but only after providing written notice of alleged violation to the alleged violator, the Attorney General, and every District Attorney in whose jurisdiction the alleged violation occurs. If no public prosecutors commence enforcement within sixty (60) days, then the private party may sue. (Id., § 25249.7(d).) In practice, the Attorney General s office and district and city attorneys invariably choose not to bring an enforcement action unless the notice clearly indicates there is a real public health risk or threat. In virtually all Prop. 65 enforcement actions, the private enforcer will bring its own lawsuit and enforce its own interpretation of Prop. 65 requirements. Plaintiffs attorneys and environmental groups have tested thousands of California products and environmental conditions to support their alleged exposure scenarios, oftentimes discovering trace amounts of Prop. 65 chemicals that arguably trigger a warning. Not surprisingly, private enforcement will then occur if no Prop. 65 warning is provided. After almost 25 years of litigation under Prop. 65,

it is (painfully) apparent that many products and workplaces contain trace amounts of listed

chemicals. Because of the technical defense issues, and the uncertainty associated with chemical and toxicological assessments of assumed exposures to listed chemicals, virtually all Prop. 65 litigation

results in settlements 2 . Consequently, thousands and thousands of lawsuits have been filed and settled under Prop. 65 since its passage. Plaintiffs attorneys and environmental organizations are thus compensated for penalties and attorneys fees to the tune of hundreds of millions of dollars. HOW CAN I ESCAPE THE PROP. 65 SHOW?

If your business is the target of a Prop. 65 enforcement action, the most sound legal advice is usually

negotiation of an early settlement. The settlement will include monetary payment(s) and normally involves inclusion of a Prop. 65 warning or an enforceable reformulation of a product s chemical composition. This scenario has too often been a cost of doing business in California for over two decades. Despite the predilection to settle Prop. 65 claims early, strategic evaluation of the legal and technical aspects of a Prop. 65 claim can lead to different results. For example, Prop. 65 requires warnings only if exposures are knowingly and intentionally caused by the product or business activity. (Ca. Health & Safety Code, § 25249.6.) Intentionally is not defined by Prop. 65 regulations. There are thus potential defenses in the event an exposure takes place in a manner that is not reasonably foreseeable to the business (i.e., not intended). (27 Cal. Code of Regs. §§ 25602(b)-(c).) On the other hand, knowingly is defined in a broad manner by Prop. 65 regulations to mean:

knowledge of the fact that a discharge of, release of, or exposure to a chemical listed pursuant to Section 25249.8(a) of the [Prop. 65] Act is occurring. No knowledge that the discharge, release or exposure is unlawful is required. (Id. at § 25102 (n).)

A successful knowingly defense will require some unique facts, given the somewhat relaxed Prop.

65 scienter requirement. Notwithstanding these factual and legal complexities, initial evaluation of a

Prop. 65 enforcement action should include strategic analysis of a defendant s intent, knowledge or both. Prop. 65 is not a strict liability statute; strong facts, coupled with legal argument, can help a business defend itself from inclusion in the Prop. 65 reality show 3 . Successful defense (or reasonable resolution) of Prop. 65 litigation should also include sound

technical evaluation, with a strong analysis of the complex Prop. 65 human health risk assessment regulations. In addition to technical defense details, there are Federal preemption issues, workplace and OSHA defenses, challenges to the adequacy of pre-lawsuit notices from plaintiffs, identification of average consumer product uses and many other aspects of alleged chemical exposures under Prop.

65 regulations 4 . Successfully litigating Prop. 65 thus requires a defense team that includes seasoned

environmental consultants, excellent analytical laboratories and environmental counsel that understand the variables and uncertainties of Prop. 65 and its chemical exposure and risk assessment details. THE SUCCESSFUL PROP. 65 "DEFENSE" IS DON'T GET SUED Notwithstanding potential defenses, very few Prop. 65 cases go to trial due to the litigation costs and the potential for scientific uncertainty (i.e., disagreement) over the actual toxicity posed by alleged environmental exposures or the assumed usage of products targeted for enforcement. Consequently, the best defense under Prop. 65 is to develop a sound statutory Compliance program. This strategy generally focuses on sourcing consumer products and confidentially testing them to ensure compliance with Prop. 65, or assessing workplace risks and other environmental exposure scenarios to determine if a warning could shield a company from private enforcement. The most appropriate defense strategy depends on the interplay of the scientific, regulatory and usage details of a

particular product or exposure scenario. Even in compliance or counseling situations, a sound strategy should include input from environmental litigators that have vigorously defended and tried Prop. 65 enforcement actions. With the right counsel, your business can avoid being the star of California s Proposition 65 Reality Show. There are far better ways to spend time and money when doing business in California. SIDEBAR > PROP. 65 CHEMICAL LIST Over 700 different chemicals are identified, or listed by California, as being subject to Prop. 65 s prohibitions. The Prop. 65 chemical list can be accessed here:

http://www.oehha.ca.gov/prop65/prop65_list/Newlist.html. An entity violating the statute may be enjoined. Violators are liable for civil penalties of up to $2,500 per day for each violation.

1 Prop. 65 is not a class action or other type of suit involving a class or numerous plaintiffs. It is only provides for citizen enforcement of an environmental statute.

2 Luce Forward and the author have successfully defended Prop. 65 claims at trial and received judgment in favor of defendants, but resolution through trial is the exception.

3 Unlike certain California product liability tenets, Prop. 65 warning requirements will apply to businesses that expose anyone to a listed Prop. 65 chemical, even if the exposed individual is a sophisticated user of the product or chemical, and should have known of the potential for human exposure. (See Johnson v. American Standard, Inc. (2008) 43 Cal.4th 56, 74.)

4 The Prop. 65 regulations are complex and ever-changing, as the California Office of Environmental Health Hazard Assessment is continually adopting and amending them in an ongoing manner. The latest regulatory updates can be found here: http://www.oehha.ca.gov/prop65.html

PACKING AND LABELING INSTRUCTIONS

Non Compliance without written authorization from your UDFC Buyer will result in a chargeback. See page 18.

Domestic

Purchase Order number is required on all shipping documents and invoices.

Packing Slips must accompany shipment and must be clearly labeled as such within

the lead carton. Please include a contact name and e-mail address for shipment questions. UDFC will NOT pay late charges on any non-compliant invoices, regardless of the

date of payment. All quantities shipped by vendor must appear on invoices and packing slips as each,

not dozens or fractions of dozens. Invoices and packing slips must match the quantity of product being shipped. Vendors may be asked to supply individual re-shipper cartons for odd shaped and

large items. Re-shipper cartons must be free of any vendor information, i.e. name, address, etc. We require each individually packaged item to be labeled with the UDFC item

number on the exterior. Books and other media do not need to be labeled if the title is plainly visible. Jewelry must be bagged with anti-tarnish strips in each bag. Vendor will ensure that any third party supplying packaging for goods complies with

UDFC s standards. UDFC is not responsible for goods damaged in shipment. The vendor is responsible

for insuring the product until title passes to UDFC. Multiple Purchase Orders will need prior authorization to be shipped in a single

carton, and will only be accepted if bagged, separated, and labeled with individual Purchase Order numbers. Multiple shipments of small cartons on the SAME DAY should be labeled and

packed into a master carton to reduce shipping charges. All large shipments must be on pallets when shipped by freight carrier.

All samples must be shipped and invoiced separately.

Do not ship samples with stock orders. Mark the outside of the samples box

Samples and send to the appropriate catalog location as requested by the catalog buyer. Note we have buying offices in 4 locations so please ship accordingly. All compact discs and cassettes must be packed in cushioned material to prevent

damage in transit. Books DO NOT require shrink-wrapping, unless noted on the PO

WARNING LABEL INSTRUCTIONS

Toys that are packaged in plastic bags must have a disposal of bag warning printed on the bag, or a sticker with the warning must be attached to the bag. All toys should be marked with proper age requirements. Instructions are to be included with any item requiring batteries or assembly of any kind. Please review instructions for clarity and ease of assembly.

** SEE WARNING STATEMENTS BELOW **

A) For toys/games containing small parts, the following warning is required:

/!\ WARNING CHOKING HAZARD This toy (or game) contains small parts. Not for children under 3 years.

B) For toys/games containing small balls, the following warning is required:

/!\ WARNING CHOKING HAZARD This toy (or game) contains small balls. Not for children under 3 years.

C) For toys/games containing small marbles, the following warning is required:

/!\ WARNING CHOKING HAZARD This toy (or game) contains marbles. Not for children under 3 years. ***Note: In case a toy (or game) contains 2 or 3 hazards 1 warning will be sufficient provided it specifies all hazards. Example: (When a toy/game contains small parts and small balls):

!\ WARNING CHOKING HAZARD This toy (or game) contains small parts and small balls.

Not for children under 3 years.

D) For toys/games containing balloons the following warning is required:

/!\ WARNING CHOKING HAZARD Children under 8 years can choke or suffocate On deflated or broken balloons. Adult supervision is required. Keep deflated balloons away from children. Discard broken balloons at once.

*Non-compliance with the above will result in a charge back

VENDOR FREIGHT ROUTING GUIDE

We ask for your cooperation and compliance with the following routing instructions.

Clearly mark each carton with shipper and consignee name and address. Universal Direct Fulfillment Corp. our Purchase Order number, our part number, and invoice number if possible. Indicate the total number of cartons, number of pallets, and Universal Direct Fulfillment Corp. Purchase Order number on our carrier s Bill of Lading. Palletize and shrink wrap all cartons when possible. Combine multiple orders on one Bill of Lading. No PRETICKETING/PRICE TAGS are permitted, except books. Please forward the ASN Notification form that is sent with each purchase order to the email address provided on the form. *

forward the ASN Notification form that is sent with each purchase order to the email address
forward the ASN Notification form that is sent with each purchase order to the email address
forward the ASN Notification form that is sent with each purchase order to the email address
forward the ASN Notification form that is sent with each purchase order to the email address
forward the ASN Notification form that is sent with each purchase order to the email address

Please contact our designated Third-Party Logistic Company:

If your shipment is 300 lbs or greater, or is palletized, contact: GTS (Group Transportation Services) at 800-689-6255

If your shipment is less than 300 pounds please ship:

UPS 3rd PARTY - UPS account numbers will appear on our purchase orders Or contact us at 330 650 5000 x 311 You may also ship:

3 rd Party FedEx GROUND account number will appear on our purchase orders Or contact us at 330 650 5000 x 311.

Our Receiving warehouse location:

Universal Direct Fulfillment 1755 Enterprise Parkway Suite 500 ** Twinsburg, OH 44087

* Non-compliance with the above will result in a chargeback

** Please update your files to include our Suite Number

Advance Shipment Notification (ASN)

Universal Direct Fulfillment

Timely processing of your shipment is very important to us at UDFC and you can help us in that effort. We can process your shipment more efficiently if you notify us of your shipment in advance.

Ship To:

Universal Direct Fulfillment

Email To: asn@woecatalog.com

1755 Enterprise Parkway Suite 500 Twinsburg, OH 44087

 

PO#

Vendor

UDFC Style Number

Carrier:

Tracking or Pro Number:

Vendor Style Number

Total Units

Units Per Carton

Email the completed form to asn@woecatalog.com

UDFC Internal Use RC#

RETURN TO VENDOR INSTRUCTIONS

We purchase only first quality merchandise. Returns to vendor can occur for any of the following reasons:

Customer Returns are checked at our Distribution Center. Merchandise will be returned to the vendor for credit if item is defective, not as sampled or in some cases, damaged in shipping due to insufficient packaging. Vendors will receive return requests via phone, fax or e-mail.

Over shipment of merchandise or the shipment of items not ordered will be returned to the vendor at their expense. This will include any product that a vendor ships against a purchase order that has been mutually cancelled.

Quality is expected to be up to our high regular standards. Shipments that do not meet our expectations will be returned.

Packaging has been discussed previously in this guide. If merchandise is received without proper packaging, the shipment may be returned at the vendor s expense or incur an invoice deduction equal to our finishing costs.

Taking merchandise credits on unpaid invoices is our policy for handling returns. If there are no outstanding invoices, the vendor will issue a check to Universal Direct Fulfillment Corp. for the amount of the credit within 30 days of receipt of the merchandise at the vendor s facility. Freight charges for all R.T.V. shipments as described above are the responsibility of the vendor and will be added to the merchandise credit, unless the vendor sends a call tag or utilizes third party freight billing. All vendors are required to provide a valid shipping address for Universal Direct Fulfillment Corp. to return products.

Product that does not meet sales expectations will require a vendor authorization for returns.

INVOICING GUIDELINES

Purchase Order numbers are required on all shipping documents and invoices.

Send all merchandise invoices to:

Universal Direct Fulfillment Corp. Attn: Accounts Payable 5581 Hudson Industrial Pkwy P.O. Box 2599 Hudson, Ohio 44236-0099

Directing invoices any place other than Accounts Payable will slow payment. Only

invoice for the quantity that is included in the shipment. The UDFC item number and P.O. number must appear on the itemized invoice, along

with the manufacturer s style number, quantity shipped and description of shipment. All discounts must be reflected on the individual line item on the invoice as per

original binding Purchase Order. Invoices will be paid from receipt of goods at our warehouse, per the pre-negotiated

credit terms. Include any early-pay financial discounts (2%15 Net30) on the invoice.

All damaged goods are deducted from original invoice and replacements should be re-invoiced.

Non-Compliance with the above instructions can result in a charge back.

CHARGE BACK SCHEDULE

Charge back fees to our vendors may occur if the instructions in this compliance manual are not followed. The charges listed below are based on the actual losses (backorder expenses, in-house prep) to UDFC for failure to follow these procedures. They are not intended to be punitive. Universal Direct Fulfillment Corp. reserves the right to collect charge back fees if problems persist. Reasons for charge backs may include, but are not limited to, delays in processing freight, incomplete or illegible paperwork, improper packaging, using improper ship methods, quality issues, or late delivery. This charge back schedule is in place and valid until future notice. If you are uncertain of what procedures are to be followed, contact your merchant. The following is a schedule of standard charge backs:

Routing Issues

Charge

Use of unauthorized carrier

Excess freight

charges

Incorrect classification creating excess charges Excess freight charges Unauthorized air freight Entire freight bill

Shipped to incorrect address Entire freight bill

Delivery Issues

Unauthorized

Note: All late shipments are expected to be shipped Express at vendor s expense

late delivery of PO

Charge 5% Invoice per week late

Receiving Issues Merchandise not ordered, no open P.O. Wrong/Incorrect merchandise

Charge $200 + Freight $200 + Freight

Master cartons not properly sealed

$200

Cartons not properly marked (No purchase order, no quantity listed on outside of carton, no vendor name, no packing list)

$200

Quality Inspection 100% Inspection to find acceptable merchandise

Charge $25 per hour

Packaging Problems Re-boxing or Bubble Wrapping (large items) Re-boxing or Bubble Wrapping (small items) Polybag Seal Polybags Failure to label SKU and description

Charge $5.00 per unit + $25/hour $2.50 per unit +$25/hour $1.50 per unit + $25/hour $1.00 per unit +$25/hour $1.00 per unit +$25/hour

Incorrect labeling of merchandise $1.00 per unit +$25/hour

Repair of damaged goods (variable charge)

Substitution Letters or other notification to Customers $1.00 per unit

Lack of tarnish strips with jewelry

Damage to ship alone items Merchandise Cost Plus 2 x

$10.00 per unit +$25/hour

$1.00 per unit +$25/hour

INTELLECTUAL PROPERTY RIGHTS

UDFC requires all suppliers to complete the seller s warranty on our product sheet to maintain compliance with all intellectual property right laws. All suppliers will be held accountable for any monetary losses due to intellectual property or trademark infringements.

Vendor fully indemnifies UDFC and its associated companies (Universal Screen Arts, Signals Catalogue Corp, What on Earth Catalog, The Wireless Catalog, Art and Artifact Catalog, Bas Bleu, Support Plus, Catalog Classics. Floriana, and Universal Direct Brands) from any and all claims that may arise from trademark or copyright infringement; product safety or recall issues.

Suppliers are also prohibited from sharing information concerning any items carried in all UDFC catalogs, i.e. pricing and sales volume.

PLEASE NOTE: SOME OF OUR CATALOG TITLES MAIL TO CANADA.