Updated October 2016 - Road Runner Sports · Mizuno, Olukai, Oofos, Reebok, Reef, Sanuk, Saucony,...

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VENDOR COMPLIANCE MANUAL Updated October 2016

Transcript of Updated October 2016 - Road Runner Sports · Mizuno, Olukai, Oofos, Reebok, Reef, Sanuk, Saucony,...

VENDOR COMPLIANCE MANUAL

Updated October 2016

Road Runner Sports Vendor Guidelines Page 2 Revised 10/12/2016

5549 Copley Drive, San Diego, CA 92111

Tel No.: (858) 974-4200/ Fax No.: (858) 636-7689 Dear Vendor, Welcome and thank you for partnering with Road Runner Sports to give our customers the best experience possible. We look forward to many years of successful business together. Enclosed is a copy of our most recent Vendor Guidelines Manual updated in October 2016. These guidelines are to help ensure the success of our partnership. We realize the information detailed in this manual may require additional explanations (especially for our new Vendors) so please feel free to contact your Product Manager with any questions or need for clarification. Also, we would like to extend an invitation to each of our Vendors to schedule a visit with us at our Corporate Office in San Diego. All we ask is that you pre-schedule your visit so we will be available to devote our time to you and your needs. Please review, sign, and return page 38 of this Manual to your Product Manager and Vendor Compliance within 2 weeks of receipt. Receipt of this manual is deemed acceptance of the terms and conditions herein. Failure to sign and return this document does not excuse you, the Vendor, from potential chargeback due to non-compliance. Your Road Runner Sports Product Manager will follow up to ensure that your copy is received. Here’s to a successful business relationship! Thank you for your support, The Road Runner Sports Team

Road Runner Sports Vendor Guidelines Page 3 Revised 10/12/2016

TABLE OF CONTENTS

PAGE

Introduction………………………………………………………………….. 4 Contact Directory……………………………………………………………. 5 Product Definitions…………………………………………………………... 7 Branded In-Line Product Samples and Information……………………… 8 R-Gear In-Line Product Samples and Information……………………… 10 Quality Assurance…………………………………………………………… 13 Forced Labor and Human Trafficking…………………………………….. 14 Purchasing …………………………………………………………………… 15 Packaging and Shipping Requirements……………………………………. 18 Requested Corrugated Carton Information………………………………. 22 Freight Routing Instructions.……..………………………………………... 23 On Hold/100% Inspection Procedure........................................................... 24 Rejected Merchandise Procedure……………….…………………………. 25 Returns Compliance……………….………………….………………….…. 26 Vendor Guideline Exception Procedure/Approval Form ………………... 27 Invoicing Procedure ………………………………………………………… 28 Drop Ship Policies…………………………………………………………… 30 Other Policies and Procedures…………………………………………….... 35 Chargeback Summary………………………………………………………. 36 Compliance Signature Receipt Form………………………………………. 38

Road Runner Sports Vendor Guidelines Page 4 Revised 10/12/2016

INTRODUCTION TO ROAD RUNNER SPORTS In 1983, Michael Gotfredson founded Road Runner Sports out of his garage in Del Mar, California. His vision was simple – to sell the best running shoes at the best prices, direct to customers through the mail. To accomplish this goal, he focused on serving the individual needs of people who shared his passion for running. This commitment to people who run is still at the core of who Road Runner Sports is today. It’s evolved into a leading multi-channel running resource still focused on Mike’s vision – to provide customers with the expert running advice, products and information they need to get the most out of their running experience. Road Runner Sports is striving for running nirvana with plans to serve millions of runners and fitness enthusiasts nationwide, no matter how they choose to shop: phone, web or retail – offering ALL levels of runners the personal service of a specialty running resource combined with the shopping convenience and wide, in-stock product selection of a national retailer. The bottom line is that we are committed to giving our customers the very best experience possible because we’re runners and fitness enthusiasts too. Please keep in mind that they rely on us to deliver the best products, exactly as ordered, and in a timely manner. And as our partner, we are depending on you to help us deliver on our promise.

Road Runner Sports Vendor Guidelines Page 5 Revised 10/12/2016

CONTACT DIRECTORY

ROAD RUNNER SPORTS Corporate Offices 5549 Copley Drive

San Diego, CA 92111 Phone No.: (858) 974-4200 Fax No.: (858) 636-7689

DEPARTMENT/POSITIONS CONTACT NUMBERS FINANCE Dept. Fax No.: (858) 974-4283 Chief Financial Officer (858) 974-4382 Controller (858) 974-4213 Accounts Payable Associate (858) 974-4456 Accounts Payable Associate (858) 974-4266 Accounts Payable Associate (858) 974-4346 MERCHANDISING/MERCHANDISE PLANNING Dept. Fax No.: (858) 974-4332 or (858) 636-7689 Vice President of Merchandising (858) 974-4398 Director of Merchandise Planning (858) 974-4435 ACCESSORIES Team Senior Director (858) 974-4273 Senior Merchandise Planning Manager (858) 974-4301 APPAREL Team Senior Product Manager (505) 205-6321 Senior Design and Development Manager – R-Gear (858) 974-4479 Merchandise Planning Manager (858) 974-4246 FOOTWEAR Team Senior Director (858) 974-4273 Senior Merchandise Planning Manager – Asics (858) 974-4301 Merchandise Planning Manager – Adidas, Hoka, Keen, Merrell, (858) 974-4494

New Balance, Newton, Nike, On, Salomon, Timberland, Under Armour, Vibram, Wolverine

Merchandise Planning Manager – Altra, Brooks, Cobian, Inov-8, (858) 974-4255 Mizuno, Olukai, Oofos, Reebok, Reef, Sanuk, Saucony, Skechers, Sperry

DROP SHIP PROGRAM Business Development Manager (443) 627-8533

Road Runner Sports Vendor Guidelines Page 6 Revised 10/12/2016

CONTACT DIRECTORY

ROAD RUNNER SPORTS Corporate Offices 5549 Copley Drive

San Diego, CA 92111 Phone No.: (858) 974-4200 Fax No.: (858) 636-7689

DEPARTMENT/POSITIONS CONTACT NUMBERS RETAIL Team Vice President of Retail Store Operations (858) 974-4294 Director of Marketing (858) 974-4426 Visual Merchandising/Marketing Manager (858) 974-4478 FULFILLMENT CENTER – SAN DIEGO, CA. 5553 Copley Drive San Diego, CA 92111 FC Manager (858) 858-4291 Receiving/Delivery Appointments (858) 974-4363 Fax No. (858) 636-7662 FULFILLMENT CENTER – COLUMBUS, OH. 535 Lakeview Plaza Blvd Worthington, OH 43085 FC Manager (614) 896-2088 Receiving/Delivery Appointments (614) 896-2064 Fax No. (614) 430-3814

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PRODUCT DEFINITIONS

Sections are indicated if they apply only to a particular category of products. If there is no mention of category then it applies to all products.

1) In-line Products are defined as being shipped to a consumer from a Road Runner Sports warehouse or physically sold through a retail store.

2) Drop Ship Products are defined as being shipped directly to the consumer from a Vendor warehouse. Please contact your product manager for more details on this opportunity to expand your brand presence and sales.

3) R-Gear Products are manufactured with the Road Runner Sports Label/Logo and are only sold as in-line products.

4) Branded Products are manufactured with the Vendor Label/Logo and can be sold as in-line or as drop ship products.

Road Runner Sports Vendor Guidelines Page 8 Revised 10/12/2016

PRODUCT SAMPLES, DEVELOPMENT AND PRODUCTION (In-line Branded Products only)

Branded Initial Review Samples Product Managers may order samples at any time. Send all initial review samples in a clearly marked box labeled “Samples” to your Product Manager’s attention at:

Road Runner Sports 5549 Copley Drive San Diego, CA 92111

The box must include a packing slip describing the contents, including product name and vendor part number with color code. Each item must be tagged and easily identifiable. Please note that Road Runner Sports does not pay for samples or the shipment of samples. If the Vendor would like their samples returned, they must send a call tag, self-addressed stamped envelope, or make arrangements with the Product Manager for pickup. Road Runner Sports reserves the right to keep the product until completion of product presentations, photography and catalog/website production. Any deviation from the initial photo sample to final production must be approved in advance by the Product Manager. Branded Photo Samples Once items are selected for inclusion in a catalog/website/retail store, the Merchandise Planner will place initial Purchase Orders with the Vendor. Within 30 days of receipt of these orders, the Vendor should send one sample in each color ordered for use in photography. Photo samples must be labeled with the Road Runner Sports item number and vendor part number. Initial review samples that are representative of production may be used for photography. Ship all photo samples to the Product Manager per the information in the “Branded Initial Review Samples” section. Photo samples are to be at the Vendor’s expense. Occasionally, a second photo sample may be required; in this case, the Product Manager will request the additional samples from the Vendor at the time the initial purchase orders are sent. Photo samples must be representative of actual production to the maximum extent possible. If deviations from production are unavoidable, the Vendor must review them with the Product Manager for approval at the time photo samples are requested. If Road Runner Sports incurs added expense for photo manipulation or related impacts due to a photo sample that is not representative of true production, a Vendor chargeback may be issued. The Product Manager reserves the right to pull an item from a catalog/website/retail store and/or cancel purchase orders if samples are not delivered within the specified time.

Road Runner Sports Vendor Guidelines Page 9 Revised 10/12/2016

Photo samples for Branded Products will be returned only after the product has gone live in a catalog/website/retail campaign. This process window is generally 6 - 9 months from when the initial orders were placed. For items to be returned, the Vendor should follow the process as noted in the “Branded Initial Review Samples” section. Vendor-Supplied Images All product images must be delivered with the following specifications:

• Image document of 2000 x 2000 pixels • High Resolution • RGB mode • No line art

Imagery Delivery Methods Images can be delivered via the following methods:

• CD, DVD, thumb drive or email Send To: Road Runner Sports Attn: Product Manager 5549 Copley Dr San Diego, CA. 92111

• FTP: Provide location with access available for Road Runner Sports Email Information to your Product Manager

• Image Bank: Provide the URL and set-up a Road Runner Sports Username/Password Road Runner Sports has final authority on determining whether or not the image asset will be acceptable in place of an actual photo sample and will communicate accordingly. Branded Apparel Wear Test Samples The Product Manager may request wear test samples for performance evaluation, as well as durability, fit and wash testing. This will help to determine if the product is eligible for a catalog/website/retail. Wear test samples are considered to be part of doing business and are to be at the Vendor’s expense. Send wear test samples to the Product Manager’s attention at the address on page 8. Branded Apparel Fit Specifications Branded apparel vendors are to supply sizing specifications and fabric content and care to the Road Runner Sports Product Manager. Road Runner Sports will not accept branded apparel goods into inventory until specifications have been received.

Road Runner Sports Vendor Guidelines Page 10 Revised 10/12/2016

PRODUCT SAMPLES, DEVELOPMENT AND PRODUCTION (In-line R-Gear Products only)

R-Gear Initial Review Samples R-Gear Production Prototypes Initial prototypes prior to production approval can be made from approved available fabrics. The prototypes made for pre-production approval (otherwise known as PP samples) must be sent under the same Bill of Material and specification guidelines as production. Each fit sample should be made twice: one for the Vendor to keep as reference and one for Road Runner Sports. Prototypes will be at the Vendor’s expense. Sizes and Samples required by prototype:

Prototype (1st, 2nd, etc): Medium Women’s and Medium Men’s Size Set: XS-XL Women’s, S-XXL Men’s unless otherwise requested PP: Medium Women’s and Medium Men’s TOP/Shipment Sample: 1 Medium per gender/color

Developer will approve fit and request next fit samples. PP samples should be submitted with all final approved trims. Do not begin production until email approval has been received from the Product Manager AND Developer stating that product is approved for production. Until then, R-Gear product cannot go into production. R-Gear Tech Pack for Apparel and Accessories If Tech Packs are not supplied by the Road Runner Sports Developer, then they should be supplied by the Vendor. Tech Packs should be submitted with First Prototypes through confirmation samples. Tech Packs include: BOM and fit specification sheet for each R-Gear product, which will include specs, construction details, care instructions, packaging and labeling information. R-Gear Trim and Lab Dip Process Lab Dips and Trims need to be submitted for approval. Developer will comment and approve all trims and lab dips. Vendors will be advised of nominated suppliers where applicable. R-Gear Photo Samples Once items are selected for inclusion in a catalog/website/retail store, the Merchandise Planner will place initial Purchase Orders with the Vendor. Within 7 days of receipt of Purchase Orders, the R-Gear design and development team will advise photo shoot sample requirements. Both women’s and men’s apparel photo shoot samples should be submitted in size medium. R-Gear accessory sizes or anything that is not one size should be discussed with the developer. Photo samples must be labeled with the Road Runner Sports item number and vendor part number.

Road Runner Sports Vendor Guidelines Page 11 Revised 10/12/2016

Photo samples are to be at the Vendor’s expense. Ship all photo samples labeled “Samples” to the Road Runner Sports Developer at:

Road Runner Sports 5549 Copley Dr. San Diego CA, 92111

Occasionally, a second photo sample may be required; in this case, the developer will request the additional samples from the Vendor. Photo samples must be representative of actual production to the maximum extent possible. If deviations from production are unavoidable, the Vendor must review them with the developer for approval at the time photo samples are requested. If Road Runner Sports incurs added expense for photo manipulation or related impacts due to a photo sample that is not representative of true production, a Vendor chargeback may be issued. The Product Manager reserves the right to pull an item from a catalog/website/retail store and/or cancel orders if samples are not delivered within the specified time. R-Gear Products will not be returned to the Vendor. R-Gear Wear Test Samples The Developer may request wear test samples, for performance evaluation, as well as durability, fit and wash testing. Wear test samples are considered to be part of doing business and are to be at the Vendor’s expense. Send wear test samples to the developer’s attention at the address listed above. R-Gear Testing Third Party test reports for fabric and trims, shrinkage and color migration need to be submitted during development stage. Final third party QC inspection before shipment is mandatory. At the discretion of the Product Manager, third party QC may be required at the below stages:

1. Prior to production to review PP samples for potential issues during production.

2. In-line inspection during production to review cutting and sewing.

3. Additional in-line inspections as needed.

4. Final inspection before shipment.

5. Re-inspection if first inspection does not meet requirements.

On a seasonal basis, please insure that Road Runner Sports has information on all QC methodologies for where products are being produced.

Road Runner Sports Vendor Guidelines Page 12 Revised 10/12/2016

Pre-Season Forecasting and Purchasing – R-Gear Product The Product Manager will make initial projections for costing purposes. Upon confirmation of costs, style, factory placement, fabric and delivery, the Vendor is confirmed to order raw materials for production. Road Runner Sports will then discuss our needs with you, the Vendor, in advance so you can incorporate these projections into your manufacturing/purchasing plan. Liquidations of Seconds/Trademark Requirements No Vendor will sell R-Gear seconds or overruns without first completely removing the Road Runner Sports label. If it is impossible to cut out the label without damaging the product (as in a label sewn in the lining of any outerwear garment) or other branding elements/logos, you must contact the R-Gear Product Manager to discuss the manner in which the products will be liquidated. It is not acceptable to simply deface the label. Our trademark is an important asset, and to protect it, each Vendor must comply with our request for complete removal of Road Runner Sports identification. In addition, if these seconds are shipped to us to be liquidated, the items must conform to all labeling requirements listed previously. Prior to shipping seconds to us, it is imperative you contact the responsible Product Manager for detailed instructions. Protection of Trademarks and Confidentiality Vendor shall not sell, either at retail or wholesale, or otherwise transfer to third parties merchandise which has any Road Runner Sports labels, trademarks, logos, or designs, unless such distinctive identification marks have been completely removed. Any information provided to the Vendor regarding Road Runner Sports purchasing, handling, and marketing of goods shall be treated as confidential and shall not be disclosed to third parties.

Road Runner Sports Vendor Guidelines Page 13 Revised 10/12/2016

QUALITY ASSURANCE (In-line Products only)

QA Process Even though the production samples have been approved, all products will be inspected by Road Runner Sports prior to release into inventory. Road Runner Sports may reject products if specifications required for quality are not met. See page 24 (On Hold/100% Inspection Procedure) for additional information. If quality issues are found after the receipt of production merchandise, the Vendor will be charged back for all associated costs. Road Runner Sports reserves the right to renegotiate product cost and/or return all products to the Vendor who is responsible for lost sales and all marketing efforts. See Lost Sales section on page 16 for additional information and details. Depending on potential fallout, the entire shipment can be refused or returned for sort/repair by the Vendor. The Product Manager may also request a new purchase order for which the Vendor will pay for expedited transportation of the replacement order. Warranties The Vendor must furnish products as previously specified in the tech pack/production approved prototype/ purchase order, as well as meet the order quantity in the purchase order. Potential issues for return/discount include: color migration, logo issues, incorrect sizes/colors shipped, color matching, zipper failure, trim failure, incorrect thread usage, etc. The Vendor warrants that the products supplied will conform to each of the specifications and standards hereby established. Any disclaimer of this expressed warranty or of implied warranties of merchantability or fitness for a particular purpose shall be ineffective. Federal Trade Commission Label Rules The FTC has specified guidelines for use of care symbols and written instructions to indicate the proper cleaning method to be on permanent labels inside garments. For more information regarding care label rules, please refer to the following websites: (1) Care labeling of textile apparel:

- https://www.ftc.gov/tips-advice/business-center/guidance/clothes-captioning-complying-care-labeling-rule (2) FTC resources for care labels and other textile matters:

- http://www.ftc.gov/os/statutes/textilejump.htm (3) Guide to Apparel/Textile Care Symbols per ASTM Standard D5489-96c:

- http://www.textileaffairs.com/acsguide.htm The Vendor is responsible for compliance with FTC guidelines and standards set forth above.

Road Runner Sports Vendor Guidelines Page 14 Revised 10/12/2016

FORCED LABOR AND HUMAN TRAFFICKING Third Party Vendor Requirements:

Vendors providing third party branded shoes, apparel and accessories shall comply with all local laws, regulations and procedures concerning the prohibition of forced labor and human trafficking, and shall monitor their own source of goods in order to ensure that the supplier of their goods has in place an effective program to address the risk of human trafficking and slavery and complies with all local laws, regulations and procedures concerning the prohibition of forced labor and human trafficking.

R-Gear Direct Factory Vendor Requirements:

All R-Gear vendors providing direct manufacturing of R-Gear or Road Runner Sports branded apparel and accessories (“R-Gear Direct Factories”) shall comply with all local laws, regulations and procedures concerning the prohibition of forced labor and human trafficking. All R-Gear Direct Factories shall certify that materials incorporated into their product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business.

Road Runner requires that the R-Gear Direct Factory be certified by and in full compliance with (1) the Worldwide Responsible Accredited Production (“WRAP”) certification program and production principles or (2) the Intertek Workplace Conditions Assessments, or (3) have received an audit result in compliance with the Business Social Compliance Initiative (“BSCI”) Code of Conduct.

In addition, all R-Gear Direct Factories shall comply with the following minimum employment standards:

1. All workers have the right to enter into and to terminate their employment freely. 2. Employers shall not bind workers to employment as a condition of fulfilling terms of a debt to a

third party or employer. 3. R-Gear Direct Factories must be free of monetary charges for tools and uniforms. 4. R-Gear Direct Factories does not require workers to pay a deposit as a condition of employment. 5. Workers can keep all their original documents such as passports, identity papers, travel documents

or any other personal legal documents. 6. Employees are free to leave the work facility after work. 7. R-Gear Direct Factories do not withhold any part of the worker’s wages to repay recruitment fees. 8. Workers are free to move about during the work day to use the restroom and drink water.

If and when an R-Gear Direct Factory engaged to make Road Runner branded apparel and accessories fails to meet Road Runner’s standards regarding slavery and trafficking, Road Runner will mandate a full explanation of the circumstances giving rise to such non-compliance and an action plan and timetable to remedy such non-compliance. The action plan will be required to include an audit process to ensure adherence to the plan. If Road Runner, in its sole discretion, is not satisfied with the explanation, the proposed corrective action, or the implementation of the corrective action, it will either mandate the necessary steps to remain an R-Gear Direct Factory, or terminate the relationship.

Road Runner Sports Vendor Guidelines Page 15 Revised 10/12/2016

PURCHASING (In-line Products only)

In-Season Order Revision/Cancellation Road Runner Sports expects our Vendors to be responsive to our in-season purchasing revision/cancellation requests. Road Runner Sports will make every effort to be fair with these requests. The Merchandise Planner will closely monitor the demand from all channels of sale. There may be occasions when we may have significantly over-forecasted and/or under-forecasted a particular item. In these instances, the Merchandise Planner revises forecasts and requests your cooperation in planning reorders, expediting deliveries or cancelling/postponing an order to adjust our inventory position. We reserve the right to revise, cancel or postpone Purchase Orders 30 days prior to the requested delivery date unless prior arrangements have been made in writing with the Road Runner Sports Product Manager. It is imperative that each Vendor confirms the receipt of each completed revision/cancellation with the Merchandise Planner who issued the revision/cancellation. Note that customer response to an item in one marketing campaign does not necessarily predict the same response in subsequent campaigns. For this reason, there may be several reorders or order revisions/cancellations in a given season. Further, we reserve the right to cancel an order without expense to Road Runner Sports if delivery is not made by the Purchase Order delivery date. Vendors will be charged $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time spent by Road Runner Sports unloading, separating and returning Purchase Orders with incorrect revised quantities after the revision was confirmed by the Vendor. Vendors will be charged $250.00 for time spent by Road Runner Sports unloading and returning cancelled Purchase Orders that are sent by the Vendor after the cancellation was confirmed by the Vendor. Auto-Replenishment Road Runner Sports has the capability to work with Vendors through a monthly forecast and weekly EDI auto-replenishment model. Please contact your Product Manager or Merchandise Planner if you have an interest and want additional information on the program and its benefits. Sell-Through Guarantee Policy Road Runner Sports has a 100% sell-through policy which means that any product remaining at the end of season or agreed upon test period will be returned to the Vendor. All items are subject to this policy with the exception of “A” footwear styles. Road Runner Sports has the option to swap product out for new or request payment for balance of inventory if no future orders are pending at the time of return. SPS Commerce – Reporting Data Road Runner Sports reporting data (sales and inventory) is available to our Vendor community through SPS Commerce (formerly Edifice). Vendor participation in monitoring SPS Commerce reporting data is

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highly recommended to give you the tools to help optimize inventory and minimize lost sales. Please contact your Product Manager or Director of Merchandise Planning for additional information. Pricing Prices on purchase orders are as written regardless of increases made by the Vendor consequent to the date on the purchase order. Purchase Order Dates Delivery Date: The date the purchase order is to be delivered to the designated Road Runner Sports facility (Fulfillment Center or Retail Store) as stated on the Purchase Order. Early Days: The number of business days before the delivery date that a purchase order can be delivered. This time window, stated on the Purchase Order, is typically 10 business days before the delivery date. Late Delivery: Orders must be received by the delivery date stated on the Purchase Order. All orders received at the Road Runner Sports facility later than the delivery date on the Purchase Order will be subject to a customer backorder chargeback penalty (see below). Please insure and account for transit time when shipping from your distribution facility. Customer Backorders Timely availability of products is critical to Road Runner Sports meeting the high expectations of our customers. It also plays a major role in avoiding significant customer backorder expense. Customer backorders resulting from a failure to meet the original agreed upon Purchase Order delivery date may be subject to a chargeback of $25.00 per customer backorder. Customer backorders are accumulated from the original delivery date until the order is delivered to Road Runner Sports. Under certain conditions, the Road Runner Sports Product Manager may issue a written extension of the delivery date. This extension does not relieve the Vendor from the $25.00 per customer backorder chargeback that resulted due to failure to meet the original agreed upon delivery date. It is critical for all vendors to meet the original agreed upon delivery date. Lost Sales In the event that a Vendor action such as product short shipment, product not meeting fit specifications or product cancellation results in lost sales, the Vendor may be subject to a chargeback. The Product Manager will make a determination based on the individual circumstances including the impact to product margin dollars and/or the cost of marketing the product. Early/Late Shipments Unless previously approved in writing by a Road Runner Sports Product Manager, orders delivered prior to the delivery time window will be subject to extended payment terms. Payment terms will begin as of the

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delivery date on the Purchase Order. Road Runner Sports also reserves the right to return any early/late shipments to the Vendor at the Vendor’s expense. Shortages and Overages Shortages: Any Purchase Order line that is received by Road Runner Sports at least 95% complete in units will be considered closed unless other arrangements are approved in writing by the Road Runner Sports Merchandise Planner. Additional shipments against closed Purchase Order lines may be returned to the Vendor at the Vendor’s expense. Overages: Vendors should not ship quantities in excess of the Purchase Order or Invoice quantity without written approval from the Road Runner Sports Merchandise Planner. Excess quantities may be returned to the Vendor at the Vendor’s expense. The Road Runner Sports count upon receipt is conclusive regarding all shipments. Vendors will be charged $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time spent by Road Runner Sports unloading, separating and returning Purchase Orders that are sent with quantities outside of the tolerances noted above. Expired Product Road Runner Sports will not receive into inventory expired product or product due to expire in the upcoming 90 days (i.e. foods, nutrition). The Vendor will be charged $250.00 for time spent by Road Runner Sports unloading and returning expired or soon to be expired product on Purchase Orders that are sent by the Vendor. Return Authorization (RA) Number If a return authorization number is required, the appropriate Road Runner Sports Merchandise Planner will contact the Vendor. The Vendor is required to respond and provide a RA number within 5 business days of notice. If a RA number is not provided within the allotted timeframe, Road Runner Sports will ship the product back to the Vendor with the following generic RA: “RRS RTV” followed by the original Purchase Order number, i.e. RRS RTV-AIL2172. The Vendor is responsible for freight charges on all RA shipments for Purchase Orders outside of tolerance and a chargeback will be issued accordingly.

Miscellaneous Purchase orders shall be considered produced in California and interpreted in accordance with the laws of the state of California. Written acknowledgement or shipment by the Vendor of goods shall constitute acceptance of the terms. Purchase order terms shall not be rejected, modified or supplemented by the Vendor unless signed by Road Runner Sports. The Vendor warrants that the articles ordered shall be produced in compliance with all applicable laws, rules and regulations. No delay or failure on the part of Road Runner Sports in exercising any rights under the purchase order constitutes a waiver of these rights. No work on purchase orders shall be assigned or subcontracted without the consent of Road Runner Sports.

Road Runner Sports Vendor Guidelines Page 18 Revised 10/12/2016

PACKAGING & SHIPPING REQUIREMENTS (For all Inline product shipments including Production Samples)

Polybag and Packaging Requirement – Apparel and Accessories 1. All apparel and accessory items must be packaged individually (per the Road Runner Sports sell unit)

in a polybag or in the original manufacturer’s packaging box.

2. Merchandise will not be tied together in bundles or sent on hangers unless otherwise stated in writing on the Road Runner Sports purchase order.

3. Product must be neatly folded so it can be readily identified and packed in an appropriately sized polybag. To eliminate product damage, only the following packaging methods are acceptable:

• Heat sealed polybags. • Folding the polybag and sealing with tape. • Polybags with a zip lock seal.

Polybag requirements also apply to promotional/gift-with-purchase items unless the Road Runner Sports Product Manager approves an exception in writing. Non-compliance with the above Polybag Requirements will result in a chargeback of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time and materials used to correct Polybag non-compliance. Labeling Requirements – R-Gear Apparel and Accessories Label the back of each hangtag with a sticker placed over the box with dashed lines unless otherwise specified in writing by the Road Runner Sports Product Manager. The minimum label size for apparel is 1-1/4” x 2-1/4”. Smaller labels are allowed for accessories if needed - please review this with your Product Manager. For receiving and stocking purposes, hangtag stickers will have the following information in the order listed below:

• Road Runner Sports SKU #, exactly as shown in the “RRS Style/Item Number” column on the applicable Road Runner Sports Purchase Order, in Arial Bold 11-point type.

• Product description, exactly as shown in the “RRS Description” column on the Road Runner Sports Purchase Order, in Arial Narrow 10-point type. For lengthy product descriptions, this may wrap to a second line if needed.

NOTE: The Invista® Technical department has commented that butylated hydroxyltoluene (BHT) used in polyethylene film is a major factor in yellowing of white colored garments during storage. Therefore, we require that our clothing vendors use only BHT-free polybags for white garments. Further, to accommodate California statutes, we require the following warning be printed on the polybag: “Warning: To avoid danger of suffocation, keep away from babies and children. This bag is not a toy.”

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• Vendor/Manufacturer style number exactly as shown in the “Vendor Part Number” column on the Road Runner Sports Purchase Order, Arial 8-point type.

• UPC bar code.

Sample hangtag label and placement as described above.

Non-compliance with the above Labeling Requirements will result in a charge back of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time and materials used to correct the Labeling non-compliance.

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Carton Packaging Requirements CARTON LABEL

All Road Runner Sports shipments must be packaged with the following information clearly visible on the outside of the carton in the lower left hand corner:

1. Vendor name/shipping information and correct ship to address on all cartons. 2. Road Runner Sports Purchase Order number on all cartons. 3. GS1-128 (UCC-128) unique carton identifier indicating carton contents. 4. Road Runner Sports style numbers, colors, sizes and quantities contained in each carton. 5. Case count on all cartons (1 of 2, 2 of 2, etc.) See page 22 for a carton label example. Non-compliance with the above Carton Label Requirements will result in a charge back of $250.00 or 5% of the total invoice, at our discretion. OTHER PACKING REQUIREMENTS

1. Merchandise must be packed in full cartons of each style/color/size (SKU) if possible. 2. Less-than full case items should be combined to make a full shipping carton. When combining:

a. Each line item and corresponding quantity must be clearly segregated (utilizing either a bag or a box) and labeled with PO/item/quantity.

b. All shipping cartons should have a packing list label that includes the PO #, items and quantities included in the carton.

3. Apparel and accessories orders should use the requested shipping carton size of 24” L x 10” W x 15” H (see carton outline on page 22). If this carton size is not available, another size must be used that is appropriate for shipping the product. The maximum acceptable carton weight is 50 pounds.

4. You may select box size for less-than full carton shipments. Non-compliance that requires Road Runner Sports to sort and re-package improperly packed shipments will result in a chargeback of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for the servicing time required to sort and repackage. Packing List Requirements A master packing list must accompany all shipments. This packing list must be attached to the outside of the lead (# 1) carton using an envelope or placed inside a clearly marked carton # 1 in the shipment. Packing lists need not include individual case quantities. The master packing list must contain the following information:

1. Road Runner Sports Purchase Order number. 2. Number of shipping cartons in shipment. 3. Road Runner Sports style numbers/vendor style numbers.

Road Runner Sports Vendor Guidelines Page 21 Revised 10/12/2016

4. Total quantity shipped by SKU (size and color). Quantity should not be in dozens or portions of dozens. The unit of measure will be stated on each individual Purchase Order (each, pair, 3-pk., etc.).

Non-compliance with the above Packing List Requirements will result in a chargeback of $250.00 or 5% of the total invoice, at our discretion. Shipping Requirements

1. Use the shipping method per freight routing guide instructions on page 23. 2. Ship only one Purchase Order per packing carton or bag. Multiple Purchase Orders should be

combined and shipped together to maximize freight savings. Each shipping carton must be marked clearly with the Purchase Order(s) number and each Purchase Order(s) must have a separate packing list.

3. Please ship all Purchase Orders to the ship to address indicated on the Purchase Order. 4. ASN (Advanced Shipping Notice) – Once goods have shipped, please send via EDI (856 – ASN) or

forward the following information to the Road Runner Sports Merchandise Planner: Purchase Order #’s shipped, Road Runner Sports SKU #’s, product description, quantity, date shipped, carrier and tracking numbers.

Non-compliance with the above Shipping Requirements will result in a chargeback of $250.00 or 5% of the total invoice, at our discretion.

Road Runner Sports Vendor Guidelines Page 22 Revised 10/12/2016

REQUESTED CORRUGATED SHIPPING CARTON (For apparel and accessory soft good in-line items only)

We request you use the carton size shown below. If this carton size is not available or appropriate for the shipment, you may select the nearest applicable carton size.

NOTES: 1. These are maximum outside dimensions - any dimension may be smaller by up to 10%. 2. For larger items that would fit fewer than 12 per carton, the preferred carton size is 15”H x 20”W x

24”L (subject to the same tolerances). 3. In no instance can the loaded carton weight exceed 50 pounds. 4. Label each carton at the lower left corner of the short side of the carton as shown below. See pages 20-21 for additional information.

FROM:

TO:

PO NUMBER:

PO # BARCODE:

RRS STYLE #:

COLOR:

SIZE:

QUANTITY: ___________________________________

CARTON NO. _______ OF _______ CARTONS

15”

24”

Carton Label Here

10” (standard) 20” (large)

Road Runner Sports Vendor Guidelines Page 23 Revised 10/12/2016

FREIGHT ROUTING INSTRUCTIONS INSTRUCTIONS: Clearly mark each shipping carton with shipper and consignee name, shipping address and the Road Runner

Sports PO number(s).

Indicate the total number of pallets, shipping cartons and Road Runner Sports PO number(s) on all carriers’ Bills of Lading. Include a packing list in or on the lead carton for each PO.

Palletize and stretch-wrap all cartons when shipping LTL and FTL. Combine multiple orders on one Bill of Lading and list all PO numbers when shipping to the same Road Runner Sports address.

Non-compliance with these instructions or unauthorized use of non-listed carriers will result in a chargeback for any additional costs charged to Road Runner Sports and a $250.00 administrative fee.

CARRIER SELECTION: Vendor is responsible for determining the most cost effective shipping method using guidelines below.

Vendor must review: • Total number of cartons being shipped • Total shipment weight • Consolidating less than full case pack cartons into master shipping cartons.

These parameters will determine if product should be shipped via Fed Ex or LTL/FTL PARCEL (i.e. FedEx): Do Not Contact FDSI Logistics. Ship via FedEx Ground using the Bill Third party option. Enter the Road Runner Sports 9-digit FedEx Account #: 141426834. Note that no single package may exceed 150 lbs. and 165” in length plus girth: L + 2H +2W. **Please add the Road Runner Sports Purchase Order # to the “Your reference” field for easy tracking! LESS-THAN-TRUCKLOAD (Up to 5,000 lbs. or up to 6 pallets or less than 750 cubic feet)

Contact: FDSI Logistics Bill LTL Charges To:

(800-475-3374) Road Runner Sports c/o http://www.fdsi.com FDSI Logistics

[email protected] 5703 Corsa Ave. Westlake Village, CA. 91362

TRUCKLOAD & Expedited Services (5,001+ lbs. or 7+ pallets or over 750 cubic feet) Contact: FDSI Logistics Bill FTL Charges To:

(800-475-3374) Road Runner Sports c/o http://www.fdsi.com FDSI Logistics

[email protected] 5703 Corsa Ave Westlake Village, CA 91362

** Please be advised that full & partial truckload services will generally require 24 hour notice prior to pick-up! Ship-To: Follow Purchase Order ship-to instructions. Special Purchase Order instructions will override the above.

Please direct any traffic questions, routing problems or service issues to:

FDSI Logistics, Operations Department Phone: (800) 475-3374 Fax: (818) 971-3310

Road Runner Sports Vendor Guidelines Page 24 Revised 10/12/2016

ON HOLD / 100% INSPECTION PROCEDURE (In-line Products only)

Our goal is to minimize defective items going to our Customers. For that reason, we use a sampling plan designed to assure that products meet our exact specifications. Road Runner Sports will begin inspection by sampling 3% of the total order at random. If the product does not pass the minimum accepted amount, the inspector will then begin a 10% inspection. If the product still does not pass the minimum accepted amount, the order goes on hold pending a 100% inspection. 100% Inspection When we deem it necessary, we will correct the problem here and sort the acceptable items from the defective ones. There is a $500.00 charge plus $0.25 per unit for time required for 100% inspection and sorting of acceptable and defective products. We will return only the defective items to you, rather than the entire shipment. The defective items will be returned to you with a copy of the “Return to Vendor” form. In this case, we will bill you for the direct labor costs incurred plus return freight cost. If you, the Vendor, choose to do the 100% inspection, you will have 10 days from the receipt of goods to process and return. If more than 10 days are needed, it must be approved by the Product Manager. If a QA 100% inspection delays the receipt of an order past the original delivery date, a chargeback may apply for customer backorders accrued during this time. See page 16 for more details. Examples of defects that would cause merchandise to be put on hold or rejected according to the sampling criteria include, but are not limited to the following: • Variance from any product specification, including fit measurements • Manufacturing defects • Labeling inconsistent with actual product • Fabric flaws or holes • Soilage • Shading within the garment • Color variance from accepted standards • Mis-shipments including receipt of wrong styles, sizes and colors

Road Runner Sports Vendor Guidelines Page 25 Revised 10/12/2016

REJECTED MERCHANDISE PROCEDURE (In-line Products only)

Rejected Shipments If a shipment is rejected for any reason listed on page 24, our policy is that the rejected shipment will be returned to you with a copy of the Return Tag explaining the reason for the return. The Vendor will fully inspect and correct the faults identified by our inspection. The cost of returning the goods to you and reshipment will be your responsibility. We will issue a debit to your account, which will be deducted on our next payment to you. In the event that a replacement order is requested by a Road Runner Sports Product Manager for reshipment, the replacement order must be re-invoiced using a new Purchase Order number provided by Road Runner Sports. Rejected Defective Merchandise Any product that is determined defective, either upon receipt from the Vendor, shipping to the Customer, or when returned by the Road Runner Sports Customer, will be sent back to the Vendor for credit. If the Vendor does not agree with the defective determination, it is incumbent upon the Vendor to resolve the discrepancy with the Road Runner Sports Product Manager. Under no circumstances should the Vendor refuse the return shipment of the defective product. Exception to this policy can only be made by Road Runner Sports Product Manager and with Road Runner Sports management approval. Return Authorizations If a return authorization number is required, the appropriate Road Runner Sports Product Manager will contact the Vendor. The Vendor is required to respond and provide an RA number within 5 business days of notice. If an RA number is not provided within the allotted timeframe, Road Runner Sports will ship the product back to the Vendor with the following generic RA: “RRS RTV”, followed by the original Purchase Order number, i.e. RRS RTV-AIL2172. The Vendor is responsible for freight charges on all RA shipments and a chargeback will be issued accordingly. Account Reconciliation It is our policy to issue a debit against the Vendor’s account for all defective merchandise and shipping charges associated with returning defective goods to the Vendor. The amount of the claim will be deducted from our next payment. Any replacement product must be re-invoiced using a new Purchase Order number provided by Road Runner Sports. Rejected Repaired Items In the case of Customer returns, it is our policy not to accept items that have been returned to the Vendor, subsequently repaired and sent back to Road Runner Sports. We do not have any use for a repaired product. DO NOT return the repaired items. We will neither pay for nor return repaired items sent to us.

Road Runner Sports Vendor Guidelines Page 26 Revised 10/12/2016

RETURNS COMPLIANCE Road Runner Sports customers are very selective when it comes to product quality and cutting edge technology, as well as fashion…and we believe your product meets these high standards. We strive to achieve an “exceptional” customer experience by offering a compelling selection and then having the product show up at their door exactly how our customer expected it to look, feel and fit. As a partner, we rely on our Vendors to provide us with accurate and true information regarding fit and styling of a product. Road Runner Sports has set returns % goals (as noted in the chart below) that are in keeping with our standards and what we believe to be reasonable and fair. As a Vendor partner, we require that all products perform within our Returns Limit. The Returns Limit is defined as a return % goal plus an additional reasonable allowance. In the event that returns on a product exceed a reasonable return percentage, the Vendor may be charged back for returns handling costs and Road Runner Sports has the option to cancel all open purchase orders and return to the Vendor any stock on hand. The Product Manager will make a determination based on individual circumstances.

Returns Goals – Road Runner Sports

Category Return % Goal Return % Limit Tops 16% 25%

Shorts 20% 25% Bras 20% 25% Pants 23% 30% Tights 18% 25% Jackets 22% 25% Skirts 21% 25%

Footwear 15% 20% Socks 5% 15%

Road Runner Sports Vendor Guidelines Page 27 Revised 10/12/2016

5549 Copley Drive, San Diego, CA 92111 Tel No.: (858) 974-4200 Fax No.: (858) 636-7689

IN-LINE VENDOR GUIDELINES EXCEPTION APPROVAL FORM

• Vendors should direct all requests to the Product Manager regarding exceptions to our Vendor Guidelines, i.e. labeling, packing list placement, etc.

• The Vendor should fax or e-mail an exception proposal to the Product Manager, stating all Purchase Orders that will be affected. Use the form shown below.

• The Product Manager will review the exception proposal with the Vice President of Merchandising, Director of Merchandise Planning and the appropriate FC Manager for approval.

• If exception is granted, the Product Manager will complete the Exception Approval Form shown below and fax or e-mail the form. The Vendor will not be charged back for the specified non-compliance.

• If the Vendor deviates from the agreed upon exception, i.e., they establish an alternate procedure and then do not comply with it, the Vendor will be charged back for non-compliance.

• If the exception is not granted, the Product Manager will advise the Vendor and provide detailed reasons for the decision.

--------------------------------------------------------------------------------------------------------------------

Submitted Date: ________________________________________________________________ Vendor: ______________________________________________________________________ Name of Person Requesting Exception: _____________________________________________ Title: ________________________________________________________________________ Telephone No.:_______________________ E-Mail Address: __________________________ Reason for Exception: __________________________________________________________ __________________________________________________________________________________________________________________________________________________________________ Selected Shipments: Include Purchase Order number(s):_________________________________________________ Check Here for All Future Shipments – Yes ________ No _________ Approved By Product Manager: ___________________________________________________ Approved Date: _____________________________________________________________

Road Runner Sports Vendor Guidelines Page 28 Revised 10/12/2016

INVOICING PROCEDURE (In-line Products only)

Road Runner Sports pays merchandise invoices weekly. All terms start the date Road Runner Sports has received the merchandise. Do not ship early/late from your Purchase Order date without written authorization from Road Runner Sports. Original invoices must be sent directly to Accounts Payable or sent through an EDI interface. Do not send invoices with shipments. When your records indicate invoices and credit memos are over 30 days past due, submit a statement and duplicate copies of the past due item/items directly to Accounts Payable. The following is a list of requirements for each invoice (see page 29 for a sample of the invoice): 1. Each shipment must be invoiced separately and show the correct quantity shipped.

2. Each invoice must show the correct Road Runner Sports Purchase Order(s) number.

3. Each invoice must show the corresponding packing list number (enclosing a copy is optional).

4. Each invoice must show shipment routing information as specified on page 23.

5. Each invoice must give merchandise description, cost, unit of measure (each, 3 pack, etc.), Road Runner Sports item number (i.e. RRS100-BK-L) and quantity shipped by color and size (SKU). Please also provide a grand total due.

6. Each invoice must include payment terms and all allowable discounts previously agreed to by the Vendor and Product Manager.

7. Product Invoices may not include shipping charges. Vendors are to follow the freight routing provided by Road Runner Sports (see page 23). Separate handling charges are not to be included.

8. Do not charge sales tax. A copy of our reseller’s certificate will be provided upon request.

9. All original invoices must be sent to:

ROAD RUNNER SPORTS ATTN: ACCOUNTS PAYABLE 5549 COPLEY DRIVE SAN DIEGO, CA 92111 You risk delayed payment if the invoice is not addressed to the correct attention. For invoice questions contact your Accounts Payable Associate: (858) 974-4456 (858) 974-4266 (858) 974-4346 (858) 974-4283 - Fax

Road Runner Sports Vendor Guidelines Page 29 Revised 10/12/2016

IDEAL INVOICE YOUR COMPANY NAME Your Company Street Address INVOICE NO:

City, State, Zip DATE:

TO: SHIP TO: Remit to: YOUR “REMIT TO” ADDRESS

RRS P.O. NUMBER

SHIPPED VIA PACK LIST #(s) TERMS

QUANTITY RRS ITEM#

(RRS100-BK-L) DESCRIPTION UNIT PRICE AMOUNT

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

SUBTOTAL; SHIPPING: (Drop ship only) TOTAL DUE:

DATE SHIPPED

Road Runner Sports Vendor Guidelines Page 30 Revised 10/12/2016

DROP SHIP POLICIES AND PROCEDURES Product Selection The Road Runner Sports website is able to support small to large quantities of products via the Drop Ship Program. However, we ask that all participants post at least 85% of the products they offer. Road Runner Sports is a great place to feature running product. However, you may not know that Road Runner Sports has become a great place to feature products outside of running as well. We have had success with a number of brands and categories (swimming, biking, volleyball, hiking, casual wear) that are not directly related to running. The product selection will be reviewed by the Drop Ship Program Director and validated prior to acceptance. After the product selection has been made, Road Runner Sports will work with the Vendor to insure the capacity to take orders makes sense and create a timeline to secure the product load to the Production Website(s) and product availability. The Drop Ship Program does not carry products sold in bulk to Road Runner Sports stores. Please list out any products sold as bulk when submitting products to the Drop Ship program. Product Creation Retuning a completed Dropship_Load_Template.xls initiates the product creation process. A Road Runner Sports Team Member will build the products in the product management system and assign product data as part of that process. Optimally, Vendors will supply the Dropship_Load_Template.xls and catalog(s) 4 - 5 months before the release date of the product. This lead time will ensure adequate time to build, review and audit before products go live. A load template document is provided during initial setup meetings. Product Data In order to ensure that Road Runner Sports is able to match up inventory and transmit the correct product identification number, the Vendor must supply all information as requested in the Dropship_Load_Template.xls. This information includes (but is not limited to):

• Web Profile: SEO rich informative description about the product offered • Features + Benefits: Product details to present as bullet-point list • Vendor Product Code: The product code used in the Vendors inventory system • UPC: The individual UPC for items at the item/color/size (SKU) level. • NRF color code: The National Retail Federal color code for the item

Road Runner Sports Vendor Guidelines Page 31 Revised 10/12/2016

Catalogs Road Runner Sports prefers a PDF version of product catalogs to be sent. If sending hard copy, please send a minimum of three copies of all catalogs to the Drop Ship Coordinator. Catalogs should accompany the Dropship_Load_Template.xls file used for Product Creation. Price Changes All price changes must be submitted in writing to the Drop Ship Coordinator 30 days prior to the price change. The request should include the effective date when the new price will start. Price changes will go into effect on the Tuesday or Thursday following the effective date requested. Imagery Information All product images must be delivered as lay-down photography with the following specifications:

• Image document of 2000 x 2000 pixels • High Resolution • RGB mode • No line art • No ‘on-figure’ images

Images of all color-ways should be delivered for each product that Road Runner Sports is to carry. Imagery Delivery Methods Images can be delivered via the following methods:

• CD, DVD, thumb drive or email Send To: Road Runner Sports Attn: Drop Ship Coordinator - Images 5549 Copley Dr San Diego, CA. 92111

• FTP: Provide location with access available for Road Runner Sports Email Information to Drop Ship Coordinator

• Image Bank: Provide the URL and set-up a Road Runner Sports Username/Password Vendor Logo The Vendor will need to include a Vendor logo and logo specifications. The logo should be delivered as follows:

• .eps • No background

Road Runner Sports Vendor Guidelines Page 32 Revised 10/12/2016

EDI Information Compliance All Vendors participating in the Drop Ship program must be EDI enabled for the following documents:

• 810 (Invoice) • 846 (Inventory) • 850 (Purchase Order) • 856 (Ship Confirmation) • 870 (Status update- Cancelation only).

Initial Set-Up Road Runner Sports will complete an internal vendor set-up and assign a Vendor Number. Road Runner Sports will provide the Internal Vendor Number to the Vendor and SPS Commerce to being testing. Vendors will work with SPS Commerce to establish basic document setup, VAN connection, and all mapping needs.

Testing EDI testing will be coordinated by the Drop Ship/EDI Supervisor with the Vendor’s EDI Coordinator. Testing consists of two phases:

• SPS Commerce Test: Vendor will conduct all major testing with SPS Commerce. This includes document testing and data flow testing.

• Final Test: After SPS Commerce certifies the setup, Road Runner Sports will send a production 850 document. Vendor is requested to send back an 870 to cancel the order.

All documents must be tested via SPS Commerce before the 870 test directly with Road Runner Sports. Mapping Specifications EDI document specifications are maintained by SPS Commerce. An advance copy of these documents is available to preview if preferred. Please inquire with the Drop Ship Program Supervisor (or the Drop Ship Program Director). Shipping Each drop ship Vendor will be assigned a unique third party FedEx shipping number. The drop ship Vendor is to use this number when shipping all Road Runner Sports drop ship customer orders. Each Road Runner Sports drop ship customer package should include the following inserts:

• Package insert with Road Runner Sports information in the “from” field • Road Runner Sports Exchange/Return form • Smart (return) Label • Road Runner Sports Marketing insert

Road Runner Sports Vendor Guidelines Page 33 Revised 10/12/2016

Each drop ship Vendor is responsible for printing the Road Runner Sports Exchange/Return form. Road Runner Sports will ship the Smart Labels and marketing inserts to the drop ship Vendor. Returns Road Runner Sports customers are very selective when it comes to product quality and cutting edge technology, as well as fashion…and we believe your product meets these high standards. We strive to achieve an “exceptional” customer experience by offering a compelling apparel selection and then having the product show up at their door exactly how our customer expected it to look, feel and fit. As a partner, we rely on our Vendors to provide us with accurate and true information regarding fit and styling of a product. We provide several opportunities for our Vendors to participate in how the product is represented in printed materials as well as on the website to ensure the accuracy of the presentation. This includes all copy and imagery as well as an opportunity to provide us with specific fit information that will assist our customers in the selection of the proper size garment. Should the return % for a particular product exceed the Returns Limit (outlined in the section above on page 26), Road Runner Sports has the option to remove the product from our site. Returns Process Road Runner Sports will process drop ship returns once per month.

• Road Runner Sports will request a RA # via email to send back all worn, non-worn and defective merchandise.

• The request will include a manifest with the Road Runner Sports SKU #, VPN, description and quantity.

• The Vendor will provide the RA# via email within five business days of the request being sent. • Road Runner Sports should not incur any restocking fees.

Road Runner Sports will attach a copy of the manifest to the lead carton and mark each carton with the RA#. A copy of the manifest with the RA# and FedEx tracking number will be submitted to the Road Runner Sports Finance Dept. A copy of this manifest will be included with the next invoice from the Vendor. Customer Service Customers will reach out to Road Runner Sports for service needs and inquiries. A Road Runner Sports Customer Service Representative will reach out to the Vendor in the event additional information is required about the shipment. In order to provide prompt responses to our inquiries, the Vendor will need to provide contact information for a Customer Service Account Representative who will handle incoming inquiries from Road Runner Sports. Common inquiries include:

• Request to confirm shipment status / request 856 • Details regarding 870 cancelations

Road Runner Sports Vendor Guidelines Page 34 Revised 10/12/2016

• 810 Invoice questions • 846 Inventory questions

Road Runner Sports will expect a response to inbound inquiries within 1-2 business days from the date of submission. General Expectations

1. Orders should be shipped within 1-2 business days of receiving the 850 Purchase order. 2. 856 Ship Confirmation should be sent within 12 hours of shipping the order. 3. Vendor must notify Road Runner Sports of a cancelation via 870 within 3 business days of order. 4. Customer Care Inquiries should be replied to within 1 business day. 5. Inventory 846 document is expected once per business day before 5PM Pacific time. 6. Vendor to provide correct and accurate shipment tracking numbers on 856 Ship notice. 7. Advisory of warehouse/shipping facility closure for greater than 2 business days.

Warranties The Vendor must furnish articles as previously or herein specified or described by the Product Manager and as previously shown, furnished or represented by the Vendor as to materials, design, style, fit, color, and quantity. The Vendor warrants that the articles supplied will conform to each of the specifications and standards hereby established. Any disclaimer of this expressed warranty or of implied warranties of merchantability or fitness for a particular purpose shall be ineffective.

Road Runner Sports Vendor Guidelines Page 35 Revised 10/12/2016

OTHER POLICIES AND PROCEDURES Certificate of Insurance/Tax ID Numbers All Vendors must provide Road Runner Sports a Social Security or Federal Tax Identification number and an updated Certificate of Insurance with a minimum of $1,000,000.00 liability coverage naming Road Runner Sports, Inc. as additional insured. The Tax ID number and Certificate of Insurance must be on file with Road Runner Sports, Inc. before any payments for services or products will be issued. Indemnity The Vendor agrees to defend, protect, hold harmless and indemnify Road Runner Sports from any loss, claim, damage or expense, of every kind in nature including legal fees and costs, occasioned by any (1) actual or alleged infringement of any patent, copyright, trademark (other than exclusive marks specified by Buyer), or other trade rights, or (2) personal injuries arising out of the purchase, sale or use of the article supplied by the Vendor under this order. Road Runner Sports shall give Vendor reasonable notice of any such claims and give the Vendor an opportunity to retain counsel of its choice to defend the action. Vendor takes responsibility for all patents and trademarks. If a patent or trademark infringement is reported on an ordered item, the Vendor pays all legal and lawyer fees. Remedies The Vendor assumes risks of loss or damage to the following: (1) to all goods ordered until delivery is made to the specified Road Runner Sports freight carrier; (2) to any property in the possession of the Vendor received from or for the account of Road Runner Sports, until such property has been delivered to the specified Road Runner Sports freight carrier; and (3) to any of the goods ordered and rejected by Road Runner Sports. Special Circumstances Road Runner Sports is aware that you may have operational constraints or other special circumstances that may make it difficult for you to comply with our procedures. In this event, it is imperative that you contact your Product Manager regarding your specific situation so that a solution may be worked out to our mutual benefit and satisfaction. See the exception procedure and request form on page 27. All General Terms and Conditions are incorporated herein, and stated on the last page of all Purchase Orders.

Road Runner Sports Vendor Guidelines Page 36 Revised 10/12/2016

CHARGEBACK SUMMARY Each case of non-compliance is a separate issue and a separate chargeback.

1. Page 8 (Product Samples): A chargeback may be issued if Road Runner Sports incurs added photo manipulation expense due to a photo sample that is not representative of true production.

2. Page 15 (Revisions): Vendors will be charged $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time spent by Road Runner Sports unloading, separating and returning Purchase Orders with incorrect revised quantities after revision was confirmed by the Vendor.

3. Page 15 (Cancellations): A chargeback of $250.00 may apply for time spent by Road Runner Sports unloading and returning cancelled Purchase Orders shipped after cancellation was confirmed by the Vendor.

4. Page 16 (Backorders): A chargeback of $25.00 per customer backorder may apply to backorders resulting from failure to meet the original agreed-upon PO delivery date. An approved extension of the original delivery date does not necessarily eliminate this charge.

5. Page 16 (Lost Sales): A Vendor action such as product short-shipment, product not meeting fit specifications or product cancellation that results in lost sales may be subject to a chargeback based on (but not limited to) the impact to margin dollars and/or the cost of marketing the product.

6. Page 17 (Overages): A chargeback of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) may apply for time spent by Road Runner Sports unloading, separating, and returning Purchase Orders that are sent with quantities outside of the tolerances noted in the Shortages and Overages section.

7. Page 17 (Expired/Expiring Product): The Vendor will be charged $250.00 for time spent by Road Runner Sports unloading and returning expired or soon to be expired product on Purchase Orders that are sent by the Vendor.

8. Page 17 (Return Authorization): The Vendor is responsible for freight charges on all RA shipments for Purchase Orders outside of tolerance. A chargeback will be issued accordingly.

9. Page 18 (Polybagging): Non-compliance with the Polybag Requirements will result in a chargeback of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time and materials used to correct non-compliance.

10. Page 19 (Labeling): Non-compliance with the Labeling Requirements will result in a chargeback of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for time and materials used to correct non-compliance.

11. Page 20 (Packaging): Non-compliance with the Carton Label Requirements will result in a chargeback of $250.00 or 5% of the total invoice chargeback, at our discretion.

12. Page 20 (Packaging): Non-compliance that requires Road Runner Sports to sort and re-package improperly packed shipments will result in a chargeback of $250.00 plus $0.15 per unit (or 5% of the total invoice, at our discretion) for servicing time required to sort and repackage.

13. Page 21 (Packing List): Non-compliance with the Packing List Requirements will result in a chargeback of $250.00 or 5% of the total invoice, at our discretion.

Road Runner Sports Vendor Guidelines Page 37 Revised 10/12/2016

CHARGEBACK SUMMARY (continued)

Each case of non-compliance is a separate issue and a separate chargeback. 14. Page 21 (Shipping): Non-compliance with the Shipping Requirements will result in a chargeback of

$250.00 or 5% of the total invoice, at our discretion. 15. Page 23 (Freight Routing): Non-compliance with Freight Routing instructions will result in a

chargeback for any additional cost to Road Runner Sports plus a $250.00 administrative fee. There shall be no reimbursement for shipping charges that do not use the freight routing instructions provided herein.

16. Page 24 (QA Inspection): For 100% Inspection due to QA issues, there is a chargeback of $500.00 plus $0.25 per unit for time required for inspection and separation of defective items. Customer backorders accrued due to this delay may incur a $25.00 per backorder chargeback.

Road Runner Sports Vendor Guidelines Page 38 Revised 10/12/2016

Compliance Form The undersigned, as representative for the Company listed below, has received, read and understands the requirements and guidelines set forth in the Vendor Compliance Manual for Road Runner Sports. It is further understood that by signing below, the Company agrees to follow the guidelines set forth by Road Runner Sports and understands that a chargeback described herein may apply if one or more of the guidelines are not met. _____________________________ _____________________________ Company Date _____________________________ _____________________________ Name of Company Representative Title **Please Print** _____________________________ Signature

PLEASE RETURN THIS FORM:

Via Email: [email protected] and email

your product manager directly

Via Mail: Road Runner Sports Corporate Offices

ATTN: Merchandising Department - Vendor Compliance 5549 Copley Drive, San Diego, CA 92111

Via Fax:

(858) 636-7689

Tel No.: (858) 974-4200