Hello, Thank you for taking the time to read the Herbpon vendor guide. Please review the information in this guide to become familiar with what Herbpon holds vendors accountable for. This manual is supplemental to, and each vendor is required to comply with the other guidelines, codes, policies, and procedures issued by Herbpon from time to time, as identified on www.Herbpon.com under Marketing Agreement, including the Herbpon Vendor Code of Conduct (all of which form part of Herbpon’s Vendor Compliance program). It is critical that the requirements within this guide are followed by all of our vendor partners so that Herbpon can continue to provide our customers with the best possible retail experience. Our success in doing this is dependent on you and we recognize, appreciate, and greatly value your partnership! Best Regards, Herbpon Vendor Compliance Team
2.3 Confidentiality Herbpon has developed certain confidential and proprietary information, including but not limited to, trademarks, patentable inventions, financial statements, financing documents, business plans, trade secrets, new products, copyrights, and computer software, documentation, and specifications. The vendor agrees not to disseminate Herbpon confidential information to anyone except its employees and consultants who are directly involved in this vendor/ retailer relationship. The vendor agrees to hold any employee or consultant to whom Herbpon confidential information is transmitted to be bound to the same obligations of secrecy and confidentiality that the vendor is bound. 2.4 Disposition of Merchandise Disposition of Herbpon private label merchandise is prohibited without prior written approval from the Herbpon VP Sourcing Operations. Failure to comply can subject vendors to liability for trademark infringement and for all losses and damages suffered by Herbpon and its affiliated entities as a result of such prohibited disposition. Section Three: Product Information 3.1 Image Standards Images must be provided to Herbpon immediately with costs and exclusive pricing. Please send vendor provided images to [email protected] • Images must be provided for every style/color number purchased on Herbpon. • For product images, shoot against a white seamless sweep, card or table top. • For images on figure, shoot against or white colored seamless sweep; do not crop into model’s head or face. • Leave open space around subject for cropping discretion. • Include front and back shots, additional alternative shots and lifestyle shots are preferred. • File Size: Minimum 200 x 200 pixels; either orientation. • File Format: Hi-Res Tiff (.tiff), EPS, PSD, JPG, or JPEG or PNG. Vendor provided images are subject to Herbpon’s approval and any possible acceptance or denial for use is solely at Herbpon’s discretion. All inquiries concerning Herbpon’s eCommerce image specifications, including requests for image style guides, can be directed to [email protected] Section Four: Purchase Orders 4.1 eCommerce Order eCommerce orders will be transmitted to vendors directly to the email provided. 4.2 Purchase Order Requirements and Restrictions Below are the requirements and restrictions on all Herbpon purchase orders: Do not ship merchandise before the not before ship date listed on the purchase order. Do not ship merchandise after the not after /cancel date listed on the purchase order. Ship only one time per purchase order, and ship the order complete. There should be only one shipment per purchase order to each of the Herbpon destination distribution centers. Do not ship excess quantity that is not on the purchase order. Do not ship items that were not ordered. Do not ship anywhere that is not on the purchase order. Do not ship any SKU substitutions. Do not ship without a valid purchase order. Verify the accuracy of all purchase order details including purchase cost, retail price, and payment terms. Do not ship merchandise until all discrepancies on the purchase order have been corrected. Contact the Herbpon Customer Service for all corrections. 4.3 Terms and Conditions of Purchase Orders All Herbpon purchase orders are governed by the terms and conditions of that purchase order the following (which may be amended by Herbpon from time to time): Herbpon & Herbpon customers reserves the right, at no risk or expense to Herbpon, to refuse or return any shipment or to have any designated carrier refuse or return a shipment that is not valid or authorized and/or does not conform to the not before date or not after / cancel date contained in the purchase order to which the shipment relates. This also includes any substitutions or merchandise shipped in excess of the purchase order quantity. Any shipment relating to a purchase order that has been canceled or not approved will also be subject to refusal. Herbpon assumes no risk or expense on any merchandise refused or returned for nonconformance with the terms and conditions of the purchase order. Herbpon must be notified in writing within 5 days of purchase order issuance if the purchase order is not accepted, including all terms and conditions as stated therein. 12 Herbpon reserves the right to countermand and cancel the purchase order without penalty in case of fire, flood, earthquake, or any force majeure event otherwise affecting the premises of Herbpon. Herbpon will examine the merchandise included on the purchase order when received. If merchandise isn’t what is on the purchase order, damaged, defective, of poor quality, or otherwise defective, Herbpon can return any or all of the product shipped. Vendor is responsible for including all applicable sales, use, or excise taxes in its purchase price. In the event a statutory exemption applies, Herbpon will be responsible for providing a valid exemption certificate to the vendor. Title to merchandise will not pass to Herbpon until merchandise has been received, inspected, and accepted as being in conformance with the terms of the purchase order. BY ACCEPTANCE OF THE HERBPON PURCHASE ORDER, THE VENDOR AGREES TO THE FOLLOWING (WHICH MAY BE AMENDED BY HERBPON FROM TIME TO TIME): Deliver all merchandise in accordance with the purchase order at the prices stated in the purchase order. Guarantee that all merchandise ordered has been priced, stamped, labeled, tagged, marked, invoiced, and delivered in full compliance with all applicable federal, state, and local government laws, rules, and regulations. Guarantee that all merchandise ordered has been or will be manufactured, compounded, or produced in full compliance with (i) all applicable federal, state, and local government labor laws, rules, and regulations, specifically including, without limitation, all applicable minimum wage, overtime, and child labor laws, rules, and regulations and (ii) the Herbpon Code of Conduct. Warrant to Herbpon and its customers that merchandise is free from defects of workmanship and material and is fit for normal use by the consumer. Defend, indemnify, and hold Herbpon harmless from and against all claims, damages, losses, liabilities and expense (including reasonable attorneys’ fees) on account of: o Any actual or alleged defect in the merchandise ordered. Any actual or alleged patent, copyright, trade secret, or trademark or other intellectual property infringement arising from vendor’s manufacturer, sale, or export, or purchaser’s use, sale or offering for sale of any merchandise ordered. Herbpon and customers’ reliance upon the warranties set out in above bullets. Any gross negligence, willful misconduct, fraud, or violation of law by Vendor or any of its suppliers. Herbpon reserves the right to take immediate credit for all goods that are to be returned to vendor because the goods do not meet the requirements of the purchase order. Herbpon reserves the right to dispose of vendor’s goods at Herbpon’s option if return authorization is not received by Herbpon from vendor within 30 days of original request. These conditions are transmitted with all Herbpon purchase orders and apply to all Herbpon purchase orders. Notwithstanding anything contained herein, Herbpon may amend such Terms and Conditions of Purchase Order from time to time. Section Five: Product Preparation 5.1 eCommerce Packing Requirements Herbpon transmits eCommerce purchase orders with the destination of its customers. Customer orders will usually be transmitted as a standalone purchase order. All orders for eCommerce must follow the eCommerce packaging and shipping requirements outlined below in 5.2 – 6.3 5.2 Individual Packaging Merchandise must be individually packaged in a polybag or a box as an individual selling unit. All apparel merchandise should be flat folded in an individual polybag or a box with no hangers. If the merchandise is a set, all pieces/components must fit into and be included in a single polybag. The polybag must contain all components for the complete selling unit. Please see Boxed merchandise does not need to be polybagged. However, the box must contain all components for the individual selling unit within one box. Gift wrapped/ boxed items (ex. candy) and boxes with openings (ex. slippers, gadgets) must be placed in a polybag. Merchandise must be packaged in a way that is immediately available to send to the customer. Breakable merchandise such as cosmetics, fragrance, decorative home, tabletop, and electronics must be packaged to protect the merchandise when shipping to the consumer. All merchandise that is poly bagged or boxed in protective inner cartons (non retail-ready packaging) must have an UPC barcode sticker affixed to the middle of the longest side of the polybag or the protective box. A UPC ticket must also be attached to the merchandise within the poly bag or box. The UPC barcode sticker and the UPC ticket must match. The UPC barcode sticker cannot be substituted for the UPC merchandise ticket. The retail price should be printed on the UPC merchandise ticket. EAS tags, including both hard and soft tags, should not be used on any eCommerce merchandise. Hard tags should not be applied to any eCommerce purchase orders. While the use of soft tags is not preferred, (either attached to packaging or sewn into product), if tags are applied to eCommerce merchandise, tags must be deactivated prior to shipment. Section Six: Shipping Standards Section 6.1 Ship Date Expectations The purchase order provides a shipping window with a not before date and a not after / cancel date. Vendors are to ship all orders within the designated window. If vendor cannot ship within the designated ship window, then it is the vendor’s responsibility to reach out to the Buyer for an extension on their purchase order shipping window, prior to shipping. Vendors will face a chargeback if the order is not shipped within the ship window on the purchase order. 6.2 Ship Once and Complete All purchase orders are to be shipped complete with no more than one shipment made against a specific purchase order per destination. The purchase order is expected to be shipped complete in one shipment. Non-compliance will incur a chargeback. 6.3 Shipment of Hazardous Materials Vendors are expected to know industry standards for shipping hazardous materials. Section Seven: Returns to Vendor 7.1 Damaged Merchandise Damage allowances will be taken off invoice per the vendor’s agreement with the Herbpon merchandising team. If there is not a damage allowance as part of the vendor agreement, then damaged merchandise will be returned to the vendor and all charges will be assessed. 7.2 Defective Merchandise Merchandise that is deemed to be substandard and / or not according to the product specification agreed upon with the Buyer will be returned to the vendor for replacement or full refund. Section Eight: Accounts Payable 8.1 Invoices Invoices will be submitted Monthly by the Herbpon accounting team for payment, Request for payment option before monthly payout available if payment exceeds $25, fee applies. 8.2 Terms and Conditions of Payment Vendors will be paid according to the terms agreed upon with the Herbpon merchandising team. (not to be under 10% & not to exceed 50%. Percentage depends on selling category) • For payment terms of End Of Month (EOM), In addition, Herbpon selects the most beneficial payment terms based on the terms contained in the master file, on the purchase order, or on the vendor’s invoice. • Vendors should not send Herbpon merchandise invoices for merchandise. One week after each fiscal month, the vendor will receive a sales report from Herbpon accounts payable showing by SKU all merchandise sold, net returns, for the period covered in the report. Vendors are paid every 2 weeks based on the negotiated terms with the signing agent.