38
-2- Gewijzigde veldcode Gewijzigde veldcode Gewijzigde veldcode Hudson’s Bay Netherlands Provisional Supplier Conditions for logistic handling Supplier Manual (Provisional) Wholesale (Own Goods), Consignment and Concession Mei 2017 version 0.5

Supplier Manual (Provisional) - Hudson Bay Company437e4c2d-1234-4260-a68d... · -2-Gewijzigde veldcode Gewijzigde veldcode Gewijzigde veldcode Hudson’s Bay Netherlands Provisional

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Hudson’s Bay Netherlands

Provisional Supplier Conditions for logistic handling

Supplier Manual (Provisional)

Wholesale (Own Goods), Consignment and Concession

Mei 2017 – version 0.5

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1 Introduction & Contact Details

1.1 Introduction This ‘Supplier Manual’ document sets out various requirements for the supply of merchandise to Hudson’s Bay Netherlands (hereafter ‘Hudson’s Bay’). It provides guidelines to the expected supply process to the warehouse, details the specific delivery compliance standards that must be met and outlines the administrative fees and liquidated damages charges that may be applied for non-compliance deliveries. It also highlights how working together, Suppliers and Hudson’s Bay, can further develop the relationship and business to mutual advantage. Hudson’s Bay firmly beliefs in strong partnerships with their Suppliers and agents, to achieve our common goals. Our goal is to be the most exciting destination for Fashion and Beauty in the Netherlands. With the:

x Most desirable assortment x Best possible service x Inspirational environment x Enhanced brand portfolio to become the point of difference in all relevant cities.

1.2 Supplier Queries Any queries or issues Suppliers have regarding the guidelines, standards and charges set out in this manual must be directed as outlined below. Queries directed to the incorrect department cannot be answered and the Supplier will be requested to divert their query to the correct department. Please use the correct email addresses (telephone numbers will follow shortly). Section 2: Buying Process & PO Specification – please direct to your buying contact at Hudson’s Bay Head Office at Amstelveen. Section 3: Distribution Centre & Delivery Compliance (Standards) – direct to the XPO Logistics Distribution Centre at Mijdrecht. Section 4: Freight Forwarders- Ex works- direct to the XPO Distribution Centre at Mijdrecht. Section 5: Invoice Payments & Account Debits (including Administrative and Liquidated Damages Charges relating to Delivery Compliance) – direct to accounts payable department in Cologne. Please DO NOT contact your buying contact to discuss invoicing or compliance queries (Sections 3 & 5). They will not be able to respond or assist you with these issues. Contact details for each of the departments outlined are provided on the following page.

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1.3 Head Office Contact Details Head Office Hudson’s Bay Netherlands Rembrandtweg 39-41, 3rd floor, 1181 GE Amstelveen Nederland Phone +31 88 9892700 Please note no deliveries are to be sent to Hudson’s Bay Head Office, or any of the stores unless specifically authorized in writing.

1.4 Accounts Payable Department Contact Details See Chapter 4 for extended information regarding accounts Payable. For all goods-invoices for goods we use an electronic workflow in the Accounting Service Center in Cologne, Germany.

There, we would like to ask you to send all goods-invoices in the original (without copies) to the following address:

HBC Netherlands B.V.

Supplier number: xxxx

Postfach 900169

51111 Cologne

GERMANY

The invoice must be issued in:

HBC Netherlands B.V.

GLN 44335101000007

VAT-No. NL856338783B01

Rembrandtweg 39-41, 3rd floor, 1181 GE Amstelveen

NETHERLANDS

If you would like to take advantage of the benefits of a paperless electronic data exchange process, we will be pleased to process the invoice over EDI or E-Invoice. For further details about the EDI procedures please contact:

EDI: [email protected]

E-Invoice: [email protected]

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1.5 Distribution Centre Contact Details Facility Services Hudson’s Bay Distribution Centre – operated by XPO Logistics Industrieweg 54 3641 RM Mijdrecht The Netherlands Telephone: tbd Booking-In e-mail address: [email protected]

x Inbound receiving, x Value added services, x Pick, pack and ship merchandise to Stores, x Pick, pack and ship e-commerce orders direct to

customer, x International Import processing.

1.6 Import Department Contact Details (provisional) Import Department Hudson’s Bay Netherlands (operated by XPO) Industrieweg 54 3641 RM Mijdrecht The Netherlands Telephone: Email: [email protected] (please note that this email address in currently not in place).

1.7 EDI Department Contact Details

For all EDI related questions and the EDI connection details. Please contact our EDI department at Kaufhof in Germany Cologne. Please see 2.5 and www.hudsonsbay.nl/logistics paragraph EDI for more information.

Email: [email protected]

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2 Buying Process & Purchase order specification

2.1 Purchase Order Process

2.1.1 Provision of Product Detail At the buy, Suppliers are requested to provide Hudson’s Bay buyers with all relevant product details required for completing their purchase order. This detail includes: Supplier style number, item description, fabric/color code or name, cost price, size offered, earliest delivery date and EAN (GTIN) code. If any part of the necessary information is not fully available at the buy, Suppliers must provide this information to their Hudson’s Bay Netherlands buying contact within 5 working days of the buy date deadline.

2.1.2 Buying Worksheet (“concept order”) Suppliers will be asked to fill out a standard worksheet of the proposed buy selection. This concept order will detail their buy requirement with regard to individual styles (item and color description), product codes, sizes required within a style, order quantities by size, cost price and the order delivery window. This worksheets needs to be sent to the buyer, via e-mail. The worksheet does not represent Hudson’s Bay Netherlands final purchase order. When the Supplier is not able to fill out this worksheet, the buyer has the responsibility to fill out the worksheet. Hudson’s Bay Netherlands buyers will initially enter their buy selection and proposed order onto an excel-based, buyer’s worksheet. This concept order will detail their buy requirement with regard to individual styles (item and color description), product codes, sizes required within a style, order quantities by size, cost price and the order delivery window. This worksheet will be sent to all Suppliers, at the earliest opportunity, via e-mail. The worksheet does not represent Hudson’s Bay Netherlands final purchase order - FPO (see section 2.1.3 Final Purchase Order (FPO)).

2.1.3. Purchase Order (PO) number The Hudson’s Bay PO number is the unique order reference to be recognized by Hudson’s Bay Warehouse, Accounts Payable and all other functions in the organization of Hudson’s Bay Netherlands. It is the Suppliers responsibility to check the PO once received to verify accuracy. The PO number must be quoted on all communications with Hudson’s Bay Netherlands, and posted/marked clearly on all the following:

x Advice note x Invoice x Each carton / pallet / pieces x Packing list x Any communication concerning the order

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2.1.4. Supplier Bar Codes (EAN) Use of EAN codes for products are mandatory by Hudson’s Bay Netherlands. Wherever Suppliers use EAN barcodes, these must be provided to the Supplier's nominated Hudson’s Bay Netherlands buying contact as early as possible. This allows for EAN code information to be entered onto Hudson’s Bay Netherlands’s merchandise management system and to be included on the electronic purchase order details. This is to ensure that Hudson’s Bay Netherlands’s stock management tools and POS scanning systems can read the actual bar codes. Use of EAN codes can greatly enhance the speed of product processing within the supply chain. Hudson’s Bay Netherlands’s warehouse processing system recognizes bar codes that have been loaded onto Hudson’s Bay Netherlands merchandise management system in advance of physical delivery. Suppliers who use EAN bar codes must provide Hudson’s Bay Netherlands buying contact with updates of any changes to EAN listings immediately. If EAN (bar) codes are not provided by the Supplier, EAN codes will be provided by Hudson’s Bay Netherlands.

2.2 Order Amendment & Substitute Items Any queries or changes relating to a given PO (e.g. product not being produced, specification changes, substitute items) must be notified and agreed with the Supplier's nominated Hudson’s Bay Netherlands buying contact at the earliest opportunity and always prior to the delivery of merchandise. Supplier will provide a written confirmation and email with the details of these changes. If there are changes to the FPO, the Hudson’s Bay buying contact will provide the Supplier with the details of these changes. Delivered substitute/adapted items, which have not been authorized in this way, will be rejected and returned to the Supplier at the Supplier’s expense (see section 3.10.4 Delivery Error Returns resulting in a Return to Vendor (RTV)).

2.3 Quality of Goods All goods delivered must conform to the original order specification, unless otherwise agreed through the order amendment process detailed above. Goods must be of the same quality and finish as the samples provided. Hudson’s Bay Netherlands reserves the right to reject any product that has not been produced to the same specification or level of quality as demonstrated during the buying/order process. Suppliers will receive information about their deliveries against the standards within 7 working days after the actual delivery (3.2 Vendor Compliancy).

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2.4 Order Progress

2.4.1 Progress & Delays Suppliers must provide Hudson’s Bay with regular weekly updates as to the progress of order production or processing. Suppliers must notify Hudson’s Bay Netherlands immediately of any problems/delays within the production/supply process, which are likely to lead to lag-time within the delivery window or affect agreed minimum drop quantities for each delivery.

2.4.2 Delivery Estimates Suppliers must provide Hudson’s Bay, at the earliest opportunity, with advanced estimates as to specific delivery dates and unit delivery volumes within the set delivery windows. These delivery windows must be shared with the buying office to state correctly on our orders.

2.4.3 Delivery Windows Hudson’s Bay aim is to reduce our delivery windows to improve new season performance and allow for an increase of in-season repeat ordering to drive greater sales volumes out of best-selling lines. Delivery windows will be clearly stated on the PO generated by Hudson’s Bay buying contact. All delivery timings for a given PO must be respected. These will include as standard: first delivery date (“eerste leverdatum”). When the delivery window of the PO is set and the pre-announcement is done to the warehouse (see section 3.4 Booking-In Procedure), the second delivery date will be defined, the actual warehouse delivery time-slot.

2.5 EDI

Hudson’s Bay prefers to work via EDI. Hudson’s Bay can work together with you on basis of a large number of EDI message types. Our EDI message types are shown below

MESSAGE TYPES PRICAT D.96A D.01B ORDERS D.96A D.01B DESADV / NVE D.96A INVOIC D.96A D.01B SLSRPT D.96A INVRPT D.96A ORDRSP * D.96A D.01B

For all EDI related questions and the EDI connection details. Please contact our EDI department at Kaufhof in Germany Cologne.

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To make the connection in an more efficient way. Please fill in the EDI Questionnaire. You can find the EDI questionnaire on our supplier portal, please check www.hudsonsbay.nl/logistics paragraph EDI.

Email: [email protected] 2.6 Article protection policy (safety tags) Hudson’s Bay is using the RF1 technique for prevention of shrinkage. Hudson's Bay has invested in antennas at the gate and deactivation plates & detachers at the till. A national recycle program of hardtags assures the protection of high valued items. To minimize losses Hudson's Bay needs to protect their values on item level. This has impact on total costs / margin, therefor business rules are set up. According to this policy items will be tagged at the Distribution Centre in Mijdrecht and not in stores (other than on concession items).

2.6.1 Business rules Due to our security policy, we have the business rule that all items of € 30,- and above will need article protection by means of soft- or hard tags. Exceptions, both on category or item level, are possible. The article protection is provided in three ways.

2.6.1.1 Recyclable tags: hard tag These type of tags are commonly used in fashion, shoes and handbags. The hard tags are attached at specified items on appointed positions. This is performed by the Distribution Centre. After sales in the store, the tags and pins are collected and returned to the Distribution Centre, for re-use. Once a year a quality check must be performed to make sure the tags operate correctly. We will use three types:

a) Flat tags b) Flat tags with 10 / 17 cm lanyard2 c) Bankcard d) Ink protected tag

The choice between A and B is depending on the type of item to be protected, decided by DC. The bankcard will be used in the wallets. D) will be used exception based as well and only in case of poor shrinkage figures.

1 RF: radio frequency enables Hudson's Bay to automatically activate alarms at the entrance (gates) when items are stolen (e.g. tags had not been deactivated) 2 There’s an extra option in which a lanyard can be attached separately

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2.6.1.2 Non-recyclabe tags: soft tag The soft tags are also attached at specified items at the Distribution Centre, and will be mainly used the following categories: living, cosmetics & perfumery and jewelry & watches. After sale, the soft tag (sticker) is de-activated at the till and remains on the product. We agreed to attach the sticker near the barcode. Because of the de-activation, the alarm at the gate will not be triggered when leaving the store. We will use three types:

x 57*30 sticker x Transparent sticker for barcode-scanning x Drop-ins

The 57*30 sticker is used in general situations if a hard tag is not an option. For small sized items it’s hard to find a clear spot to put the sticker on without blocking communication. (ingredients/ usage instructions / pricing). In that particular case (so; exception based) transparent stickers are used. In case of, for instance, perfumery, the package is of high value for our presentation. If the box is sealed, Hudson's Bay can use drop-ins, which enables us to create a little cut at the seal to drop the tag inside the box. Protected, but not visible!

2.6.1.3 Local article protection package Hudson's Bay will provide a standardized package with active alarm tags3. Besides an activation at the gate, the alarm tag itself is creating alarm-sound when tampered within the store. We will use three types as well;

x 2-type alarm with 120cm lanyard (for higher value jackets) x 2-type alarm with 10-17cm lanyard x Spider wraps “one size fits all” (for toys / cooking)

2.6.2.4 Way of working The business rules are activated in the data management which distinguishes the following on item level; Does the item need to be secured? yes / no If yes, what kind of tag? 1 flat tag 2 flat tag lanyard 3 bankcard 4 57*30 sticker 5 barcode sticker 6 drop in sticker Staff team at the Distribution Centre will follow strict regulation regarding the position of the tag on the item, which leads to similar presentation in the store and easy and quick de-tagging at the till. Instructions are provided at DC level. By scanning the item, type of tagging must be shown on the screen. (to be developed)

3 This is called a 2 way alarm. In extraordinary situations we can scale up to 3-way alarm, but this is at introduction not part of the introduction package.

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3 Distribution Centre & Delivery Compliance

3.1 Contact information All merchandise deliveries, are to be made to the Hudson’s Bay Distribution Centre, operated by XPO Logistics, unless otherwise specified. Our Hudson’s Bay Stores do not have the opportunity to receive merchandise other than Hudson’s Bay Central Warehouse deliveries. Under this procedure will be all goods provided by business models like concession, consignment and wholesale. The warehouse details are: Hudson’s Bay Distribution Centre – operated by XPO Logistics Industrieweg 54 3641 RM Mijdrecht The Netherlands Telephone: tbd

3.2 Vendor Compliancy Hudson’s Bay runs a clear Vendor Compliance policy with regard to delivery standards and procedures. The most important reason behind this policy is that it will ensure a swift and correct receipt of the goods, to accomplish that the fastest processing in the Hudson’s Bay internal supply chain as possible. Hudson’s Bay expects its vendors to deliver the merchandise Store-Floor ready wherever possible. Hudson’s Bay will report out, on regular basis, the compliancy of every Supplier. Details of all Distribution Centre compliance criteria are provided in the following chapters and can change over time. The most updated version can be found on the website. Compliance issues include the following (with examples):

x Deliveries and delivery performance – booking-in, delivery announcement, cancellations, late/early delivery/non-arrival,

x Packaging & (electronic) Paperwork – damaged cartons, damaged content, packing organization, mixed purchase orders in same cartons, poor/no labelling, illegible/no paperwork, paperwork visibility,

x Other - delivery accuracy, returns, cross-dock delivery, pricing, hangers. It is the Suppliers responsibility to adhere to the guidelines outlined in this section. Failure to adhere may result in a compliance penalty and in some situations the merchandise may be refused and returned to the Supplier for resolution as described below:

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Chargebacks – overview of possible chargebacks

Chargeback Reference Definition Penalty Amount

(excl VAT) How it is identified

How it is applied Remark

On Time Chargeback Non/Early or Non arrival CBOT01 Delivery of

the PO did not take place at all on the designated day or time slot without prior notice.

€150 per missed delivery

Delivery did not take place on the designated date/time slot or same day, but more than 2 hours outside time slot.

Notification within 24 hours after missed slot. Reviewed and processed monthly, invoiced monthly.

A PO can only be charged with a maximum on one of the mentioned charges per delivery day.

Cancellation/Amendment CBOT02 Designated day or time was cancelled less than 24 hours upon arrival

€150 per cancelled delivery

Delivery did not take place without prior notice.

Notification within 24 hours after missed slot. Reviewed and processed monthly, invoiced monthly.

A PO can only be charged with a maximum on one of the mentioned charges per delivery day.

RTV CBOT03 Supplier does not pick up RTV within 10 days

Variable costs per shipment + € 30 per hour for handling goods

Shipping costs related to the shipment to the supplier are charged back + surcharge of handling costs at the warehouse.

Notification within 24 hours after missed slot. Reviewed and processed monthly, invoiced monthly.

Shipment will be coordinated by Hudson’s Bay and charged to Supplier.

Performance delivery Chargeback Incorrect Announcement CBPD01 Announcem

ent of the delivery was incorrect

€150 per incorrect announcement

Data provided in Advice note not correct/incomplete compared to actual delivery

Notification within 24 hours after incorrect announcement. Reviewed and processed monthly, invoiced monthly.

A PO can only be charged with a maximum on one of the mentioned charges per delivery day.

Incomplete Delivery CBPD02 Delivery was incomplete on the designated time slot

€150 per incomplete delivery**

After reception or after acceptance internal Supply Chain Hudson’s Bay

Notification within 24 hours after incomplete notification. Reviewed and processed monthly, invoiced monthly.

Inaccurate ASN CBPD03 Either carton audit or missing cartons

€150 per incomplete delivery or ASN

After a comparison of physical shipment to ASN

processed as interface from WMS to compliance system

Incomplete Paperwork CBPD04 Paperwork related to the delivery was not there or with wrong

€60 per incomplete paperwork

After reception or after acceptance internal Supply Chain Hudson’s Bay

Notification within 24 hours after incomplete notification. Reviewed and

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PO number, wrong information, location and attachment of packing list

processed monthly, invoiced monthly.

Warehouse Best Practice chargeback Damaged carton or damaged SKU

CBBP01 Outer damage (visible or suspected) or to product within box

€20 per damaged carton

Notification within 24 hours after damaged delivery. Reviewed and processed monthly, invoiced monthly.

Cross-Dock orders not split delivered by store / delivery point

CBBP02 Cross-dock cartons are mixed and not split/sorted by store / delivery point or cross-dock and regular orders mixed

€60 per delivery or PO

After reception and check orders are mixed.

Notification within 24 hours after incomplete delivery. Reviewed and processed monthly, invoiced monthly.

Rebuilding cross-dock orders

CBBP03 Content of the cartons does not match packing list attached

€20 per hour Notification within 24 hours after incomplete delivery. Reviewed and processed monthly, invoiced monthly.

No/Incorrect Labelling CBBP04 The label is not correct, it does not contain PO number, style number, amounts in the carton and or sequence.

€60 per no or incorrect labelling

After reception and checks of the labels.

Notification within 24 hours after incomplete delivery. Reviewed and processed monthly, invoiced monthly.

Delivery of Shortage / Overs / Substitutes / Mispicks / Out of Date

CBBP05 Delivery of SKU’s that do not match the PO content

€60 per SKU After reception or after acceptance internal Supply Chain Hudson’s Bay

Notification within 24 hours after incorrect delivery. Reviewed and processed monthly, invoiced monthly.

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Mixed deliveries per carton

CBBP06 Cartons are mixed with other PO's, are unsorted or multiple orders in one carton, no separation of multiple styles.

€60 per mixed delivery per carton

After reception or after acceptance internal Supply Chain Hudson’s Bay

Notification within 24 hours after incomplete delivery. Reviewed and processed monthly, invoiced monthly.

Store-Floor ready chargeback

Incorrect or no price label attached to the SKU

CBSF01 issue to get product to sales floor

€0,40 per unit Product needs to be re-labelled, after the reception internal Supply Chain Hudson’s Bay.

Notification within 24 hours after incomplete delivery. Reviewed and processed monthly, invoiced monthly.

Unless explicitly stated otherwise on the order, items shall be delivered in accordance with the most recent ICC INCO terms. Hudson’s Bay prefers DDP (Delivered Duty Paid) ICC INCO terms. All charges are excl. 21% VAT and are subject to a single Monthly Administration Fee of € 70,00.

3.3 Responsibility & Liability for Goods Supplier retain complete responsibility and risk liability for goods until they have been fully accepted into Hudson’s Bay internal supply chain. This retention of responsibility includes goods delivered to and held at Hudson’s Bay Distribution Centre operated by XPO Logistics, that have not yet been fully accepted into Hudson’s Bay internal supply chain due to the delivery compliance issues detailed in this section. Suppliers remain wholly responsible and liable for goods in transit from the Supplier to Hudson’s Bay Distribution Centre, whether the Supplier or a third party carrier carries out the delivery. In case of a situation that Vendor Compliancy guidelines are not met, the Supplier will receive a notification maximum 7 working days after the delivery.

3.4 Booking-In Procedure A booking must be made with the nominated forwarder at least 2 working days in advance of the agreed shipping date mentioned on the Hudson’s Bay PO number. ASN is preferred. This applies for all forwarders, including the parcel carriers or couriers. Both forwarder and booking-in team of the Hudson’s Bay ([email protected] ) will require the following information in order to process the request:

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x The Supplier name, x The Hudson’s Bay PO number, x The Packing list/invoice, x The outer count for delivery, i.e. number of boxes, pallets, etc. x The shipment has hazardous goods.

In case a forwarder has no confirmed booking-in reference provided by [email protected], it is not possible to deliver the goods. Hudson’s Bay claims the right to reject non-announced deliveries.

3.4.1 Delivery and pickup Time Slots Hudson’s Bay Distribution Centre, operated by XPO logistics, operates a strict booking-in diary. A delivery slot must be reserved by email (or via our Supplier Portal in the near future) before each delivery or pickup. Based on available receipt capacity, a slot can be obtained according to the following schedule: Booking-in Request First delivery option before 16.00 pm* via [email protected] (7.00 am – 16:00 pm)*

Monday Wednesday

Tuesday Thursday

Wednesday Friday

Thursday Saturday Friday Monday Saturday Tuesday

If there is no written confirmation (the booking-in reference) for a delivery, it is not possible to deliver. Hudson’s Bay has the right to refuse those deliveries.

3.4.2 Booking-In Information When arranging a delivery or pickup slot, the booking-in team ([email protected]) will validate the Supplier’s delivery or pickup window and give the Vendor a booking-in reference. This address will be operated during the time windows for delivery. The driver on arrival must quote their relevant booking-in reference at the gate. Prior to the first delivery, further details will be provided by Hudson’s Bay to the Vendor. In case of deliveries with hazardous goods, the announcement should always contain the information about these hazardous good deliveries. The 1st initial delivery should always be accompanied by the MSDS sheets. Hudson’s Bay Distribution Centre, operated by XPO Logistics, reserves the right to refuse deliveries or pickups without a booking-in reference or deliveries outside the time slot or without the correct information.

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Vendors (or their designated carrier) must provide the following information in their advice note when requesting a delivery slot:

1. Packing list, 2. General information: find the required information for both Supplier and carrier below (please note

that hazardous goods always should be announced before delivery). Carrier Carrier Name Preferred delivery date Monday 14-08-2017

Supplier Hudson’s Bay Netherlands Purchase Order Number(s)

Define the quantities per UoM:

Cartons/Units or Pallets Supplier Name 20170817-123 214

Supplier Name 20170817-124 98

Supplier Name 20170817-125 6

Note: Hazardous goods should always be announced before delivery

Accuracy of the above information is essential and represents a key non-compliance issue. If incorrect or incomplete data is provided, Hudson’s Bay Distribution Centre may reject the delivery and/or charge for the administrative costs of clarifying the discrepancies between the delivery details as booked-in and the actual delivery specifics. These charges will be sent directly to Vendor rather than their carrier (if one is used).

3.4.3 Delivery Windows The Hudson’s Bay Distribution Centre reserves the right to reject deliveries received outside the agreed pre-determined delivery window. Every Supplier will be appointed a delivery slot, in order to make sure a quick receipt of the delivered goods. Where a Supplier has agreed with their Hudson’s Bay buying contact for a late delivery to be accepted, Hudson’s Bay buying contact may require a late delivery discount, sell through guarantee or sale or return agreement to reflect the likely sales potential of the late/under-delivered stock.

In order to make sure that the goods delivered to the Distribution Centre are processed as quick as possible, the following chapter details out the essentials of the Booking-In procedure. It will benefit both Supplier and Hudson’s Bay if these standards are met.

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3.4.4 Changes to Agreed Delivery Dates & Slots Suppliers/carriers must notify the Distribution Centre of expected delivery delays against or cancellations of their appointed time-slot, at the earliest opportunity via [email protected] (or telephone: tdb), but not later than at least 24 hours prior to the appointed time-slot. In case of a delay in the agreed delivery window agreed in the Purchase Order, the Supplier should notify their Hudson’s Bay buying contact. Delivery time changes requested later than this notice period may incur a liquidated damages charge to reflect loss of productivity and increased costs resulting from a re-arranged drop time/date. Charges will be applied for non-arrivals, where the Distribution Centre has received no notification - i.e. if a delivery has been booked-in and the Supplier (or their designated carrier) simply fails to arrive – as this causes the greatest level of disruption and lost opportunity. Please see paragraph 3.2: Vendor Compliancy.

3.5 Delivery & Packing Documentation

3.5.1 Box or hanging set Labelling Suppliers must ensure that the Supplier name and PO number are posted clearly on every carton and on the outside of the package, pallet, or hanging-set. The Distribution Centre will refuse to accept any delivery without a PO number. Required information on box labelling is detailed in the example below: Due Date /Time 16-06-2017 Carrier UPS Delivery location Hudson’s Bay Distribution Centre Supplier Suppliers name Hudson’s Bay Netherlands purchase order

123456

Carton number 1 of 6 Style reference Size Pieces

X-1234 Shirts, Summer Style Adventure Small 42

Additional information Handle with care, Promotion, Hazardous goods

3.5.2 Delivery Documentation All delivery documentation accompanying deliveries must be accurate, legible, neatly presented and completed in English or Dutch. A packing list must be sent with the shipment, preferably attached in a ‘documents-envelope’ to the first outer of the shipment. The packing list, must carry at least the following information:

x The name of the Supplier, x The PO number(s), x The total number on outers,

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x The number of units in delivery by SKU, x The SKU details (e.g. color, description of the item, size, fabric & color codes), x The packing list number(s), x The MSDS sheets if applicable (for first deliveries only) (see 3.5.3 for more details).

3.5.3 Hazardous goods In case a delivery contains hazardous goods (e.g. flammable items), information should be provided by the supplier before the first delivery. If applicable, the MSDS sheets should be provided. This information is essential for the storage of these items in a pre-defined area of the warehouse. The receiving, storage and shipments of hazardous goods must meet the ADR regulations. Provided herewith is an overview of possible definitions of hazardous goods: UN Numbers Classification Examples UN 1170 – Ethanol (Ethylalcohol) 3 e.g. products containing alcohol,

eg. Cleaning spray UN 1264 – Paint 3 e.g. Nail polish UN 1950 – Aerosols 2 e.g. hair sprays, deodorant

(mostly spray cans) UN 1993 – Flammable liquids n.o.s. 3 e.g. products containing alcohol

(like cleaning sprays) Class 2 = gasses Class 3 = flammable liquids In all cases, the necessary MSDS-sheets, if applicable for deliveries, should be provided upfront in Dutch or to the responsible Hudson’s Bay buying contact. When the actual deliveries will take place, to [email protected]) (see 3.4 Booking-in Procedure). In general, the Distribution Centre will handle only limited quantities. The shipments must be defined by the following LQ (limited quantity) label:

3.6 Third Party Carriers Where the Supplier contracts deliveries to third party carriers, the Supplier must ensure that the carrier used is fully briefed regarding the delivery procedures and compliance criteria outlined in this document. In all cases, the third party carrier needs to announce deliveries upfront (please see section 3.4). Deliveries and parcels will be scanned upon arrival, third party carriers need to send the packaging lists at least 2 working day prior to delivery to [email protected]. Hudson’s Bay has the right to refuse all deliveries when the requirements are not met.

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3.6.1 Goods Tracking Capabilities It is essential that the carrier operates a suitable, efficient and effective goods tracking service, which can monitor the location of packages within their system at all times, providing immediate information as to the whereabouts of shipments and where necessary, individual cartons to your Hudson’s Bay buying contact.

3.7 Cross-dock deliveries

During the first phase of store openings, cross dock deliveries will not be possible. We expect to have this way of delivering in place after the full store roll out. As part of our strategy to move our products as fast as possible through our supply chain, cross-dock deliveries should meet the following criteria:

x The goods must be pre-priced by the Supplier in line with the pre-pricing rules (see section 3.9.1 Pre-price via own Price Tag),

x The goods must be supplied in Shop-Floor ready form, packaging is only permitted if it prevents damage and/or dirtiness (packaging must be kept to a minimum),

x The shipment must be pre-sorted for each store (see section 3.8.3 Hanging Product and 3.8.4 Boxed Products for requirements),

x The shipment for different stores must never be placed on the same pallet or in the same bundle for hanging goods,

x The shipment must be recognized as a cross dock delivery, x The shipment (i.e. the packing note and actual goods delivered) must not deviate from the order or

the store allocation sent. If the delivered quantities differ from the quantities ordered then this must be reported in writing to the Buying department at least 7 days before actual delivery,

x The shipment must not consist of partial deliveries, x For each store the total packing list must be visibly attached, x Each carton must be marked with cross-dock, the order number, store name and a logical numbering

sequence e.g. 1/10, 2/10 etc. for the boxes for each store (see section 3.7 Cross dock deliveries), x The items shipped via cross-dock must never be mixed with other deliveries, x A separate advice note is needed when requesting a delivery slot for a cross-dock, in case it will be

delivered next to another delivery. Please see section 3.6 Booking-In Procedure for information. In addition there must be a packing list per store sent in the advice note.

3.8 Packing Requirements

3.8.1 General Standards Hudson’s Bay expects the Supplier to have sufficient packaging to ensure product can be safely transported, received, stored and delivered to the customer without damage. To this end, the Supplier must ensure that the proper type and weight of packaging material is used for the shipping container/carton and that suitable inner protective wrapping, reinforcements, corner pads and edge protectors are used to ensure proper protection of the furniture for the customer.

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Hudson’s Bay has a policy of decreasing the usage of packaging – supplier should use as little packing material as possible and should avoid double packaging, but with the requirements mentioned before. Due to the high quality of Hudson’s Bay products, any merchandise delivered that fails to meet acceptable standards of presentation or fails to comply with packaging legislation may be rejected through the Return to Vendor (RTV) process. See section 3.10.4 Delivery Error Returns resulting in a Return to Vendor (RTV). Individual SKUs for each style must be consolidated and packed together. SKUs must be loaded in order, with dividers between each change in style. In this case the acceptance in the internal Hudson’s Bay supply chain can be as smooth and with the highest speed possible. Please note that the Distribution Centre is not equipped to receive deliveries from curtain-sided vehicles.

3.8.2 Pallets Pallets must adhere to the following requirements. If these are not met, pallets may be rejected:

x For health & safety reasons pallets should not be over-stacked or unstable, x Stacked pallets must not be greater than 180 cm in overall height (including pallet of the Euro-pallet

type (80cm X 120cm). Articles that exceed these limitations may be received by Hudson’s Bay, but only if specifically stated as such during the booking-in process. Failure to adhere to these requirements might lead to rejection upon delivery,

x All pallets must be shrink-wrapped, x Cartons must not be damaged, ripped or open, x Cartons must be stacked by order number.

Hudson’s Bay reserves the right to reject damaged outers, charging any administrative expenses and carrier costs for their return to the Supplier. Liquidated damages charges may also be incurred due to the impact of delaying stock entering the business.

3.8.3 Hanging Product

All hanging garments must be delivered on hangers (Appendix 2: Hangers) as agreed with Hudson’s Bay buying contact. Please see criteria for hanging garments below:

x The article should be placed on a hanger in such a way it will remain undamaged during transport, processing, storage and be presentable for selling. Pre-ticketed and bar coded goods must be clearly visible through the protective packaging,

x It is not allowed to use adhesive tape, x The goods must be placed in bundles sorted by style, color and size and logically stacked, x A maximum weight of 20 kg per cover and maximum width of 40 cm per bundle is permitted, x A transparent plastic cover for an individual item is only permitted if this is advisable given the

material or the color (e.g. white or ecru articles), x Hangers entering Hudson’s Bay Distribution Centre will not been returned to the Supplier.

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3.8.4 Boxed Products x For health and safety reasons the weight per carton may not exceed 20 kg, exceptions are articles

with a weight above 20 kg. Boxes with a weight heavier than 20 kg must be marked with a specific label (with a clear indication of the term: heavy weight),

x The cartons should be closed with tape.

3.8.5 Multi PO Deliveries Separate cartons must be used for each Purchase Order, with each box clearly labelled (see section 3.5.1 Box or hanging set Labelling). It is essential that all the relevant documentation is provided for each separate order in a clear and visible manner, attached to the boxes (see section 3.5.2 Delivery Documentation ).

3.9 Ticketing Hudson’s Bay must be able to identify delivered goods. To do so all goods must at least contain the following information:

x Article reference x Size (if applicable) x Valid EAN

All goods presented in store with a price tag should be delivered accordingly. Hudson’s Bay accepts the following possibilities:

x Pre-price via Supplier Price Tag (Hudson’s Bay preferred option) x Pricing done by Hudson’s Bay (not Hudson’s Bay preferred option)

3.9.1. Pre-price via Supplier Price Tag Hudson’s Bay strongly prefers Store-Floor ready deliveries and thus pre-priced deliveries by Supplier at all times. Please find, for the location of the price tags can be subject to change, due to the start-up phase. Suppliers who pre-price for Hudson’s Bay with their own price tag must meet the following criteria:

x Valid EAN Barcode (13 digit) x Numeric EAN code (13 digit) x Retail Price in Euros x Size (if applicable) x Supplier article reference x Label needs to be firmly attached to the article

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Example Price tag:

From the 1st of October there will be the possibility to send examples of price tags to Hudson’s Bay for approval to [email protected] (please note that this email address in currently not in place).

3.9.2 Pricing done by Hudson’s Bay If none of above conditions mentioned in 3.4.1 are met, Hudson’s Bay will price the goods upon arrival. All costs related are on account of the Supplier, unless otherwise agreed upfront with your Hudson’s Bay buying contact. Please see section 3.2: Vendor Compliancy for the related costs.

3.10 Goods In, Delivery Processing, Error Returns & Incomplete Deliveries

3.10.1 Goods In – Outers It is Hudson’s Bay policy to check and sign for outer quantities only at the point of delivery. Outer quantities are defined as follows:

x The pallets (where pallet is shrink-wrapped), x The cartons (where loose), x The units (individually presented hanging merchandise only).

Please note that XPO Logistics is working on behalf of Hudson’s Bay Netherlands.

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3.10.2 Goods Processing – Units As part of the receiving processes at the Distribution Centre, every item received by Hudson’s Bay is item checked against the Supplier's packing note and Hudson’s Bay Purchase Order. Merchandise must be logically stacked per order as presented on the packing list. They may not be accepted or may be subject to a charge, if they represent over-deliveries of stock, non-agreed substitute items or if they fail to meet Hudson’s Bay compliance and quality criteria. Hudson’s Bay does not accept delivery of or liability for goods with latent defects, i.e. those not apparent upon arrival at the Distribution Centre.

3.10.3 Delivery Error Returns resulting in a Return to Vendor Delivery, packing, compliance, quality or order process errors, which lead to the rejection of stock and are the responsibility of the Supplier, are to be collected from Hudson’s Bay Distribution Centre by the Supplier. Suppliers will be contacted as soon as possible after goods-in processing and will be given details for collecting the goods. Suppliers are expected to pick-up any error returns within 10 working days of notification. Stock error pick up times will need to be arranged with Hudson’s Bay Distribution Centre in the same way as the booking-in procedure. If identified delivery errors are not resolved by the Supplier within 10 working days, Hudson’s Bay Distribution Centre will organize for goods to be returned to the Supplier, with costs being charged accordingly (see section 3.2 Vendor Compliancy ). Purchase Order invoices will not be settled prior to the resolution of any Supplier delivery errors relating to that PO number. Suppliers will be responsible for all costs related to the return of these error deliveries (including administrative costs and transport costs incurred by Hudson’s Bay).

3.10.4 All other Return to Vendor Once agreed between the Supplier and their Hudson’s Bay buying contact, standard RTV (return-to-vendor) stock will be collected at the Distribution Centre from the stores and stock located at the warehouse. The total return stock will then be prepared for collection and the Supplier will be notified of the returning stock’s availability. Specific information will be requested from the Supplier regarding the actual collection of the goods. The goods will be detached from price labels (if Hudson’s Bay has attached them) and safety tags. Items will be stored in a carton. On each box there will be described the items and number of items it contains. Collections must be made from the Distribution Centre within 10 working days of notification of the stock’s availability. In case Hudson’s Bay arranges the return, shipping costs incurred will be charged back (see section 3.2 Vendor Compliancy).

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3.10.5 Concession RTV In case of RTV of concession goods, Hudson’s Bay will do no more than the actual shipment of the cartons from Stores to the warehouse. The owner of the goods must close the cartons and attach a label on the box (which will be provided in the store). In the warehouse only closed cartons will be labelled and stored. Upon reception of the goods, the same procedures apply as with incoming goods guidelines (as mentioned in 3.2 Vendor compliancy). If the concession RTV does not meet the required standards, Hudson’s Bay has the right to refuse the shipment. Hudson’s Bay will take no responsibility for any damages or losses of the cartons and products. The Vendor will receive a packing list with the number of cartons. Collections must be made from the Distribution Centre within 10 working days of notification of the stock’s availability.

3.10.6 Shortages Incomplete shipments/shortages are also considered as a non-compliant deliveries. Hudson’s Bay will apply liquidated damages charges where actual physical deliveries (in pieces) do not match the corresponding packing list of the drop. These charges will be applied on a per-SKU-basis. Please see section 3.2 Vendor Compliancy.

3.11 Visitor Security at Hudson’s Bay Distribution Centre in Mijdrecht At the warehouse location, operated by XPO Logistics, visitors should apply to the following rules:

x All visitors must carry some form of official identification (valid driving license or photo ID), x Drivers arriving at the premises using the intercom at the gate will be expected to quote their

delivery booking-in reference number. Please note without the reference number access to the site will be denied,

x All visitors and vehicles entering or leaving the premises may be subject to random searches by Hudson’s Bay security personnel,

x Passengers (including children and pets) have no access to the site and are required to stay in the vehicle,

x Acquiring, distributing flyers, collecting, selling, commercial filming and photography is not permitted (unless you have obtained prior written consent),

x There is both visible and non-visible camera surveillance on the premises, to protect both of our safety and property. Hudson’s Bay and XPO Logistics both reserve the right to use recordings for their own purposes,

x The use of alcohol and drugs and smoking other than in the designated areas, is prohibited, x Visitors are required to wear safety shoes on the premises, x Directions of the staff and visual directions should always be adhered to, x Hudson’s Bay does not accept liability for loss, theft or damage of any kind.

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3.12 Freight Forwarders In line with the agreed International Chamber of Commerce Incoterms® we distinguish e.g.:

x Ex Works shipments; implicates that forwarders are nominated by the buyer of the Hudson’s Bay. x DAP Warehouse location shipments; implicates that forwarders are nominated by the seller.

See for more information:

x 3.4 Booking-In Procedure x 3.8 Delivery & Packing Documentation x 3.6 Third Party Carriers x 3.8 Packing Requirements

Hudson’s Bay nominated freight forwarders can be found at www.hudsonsbay.nl/logistics (this is provisional). If you have any questions, please see section 1.6 Import Department Contact Details, operated by XPO Logistics.( Forwarders follow as soon as possible)

3.13 Customs & Shipping Documentation Shipments from outside the European Union are subject to Customs regulations and required specific shipping documentation. For further enquiries please contact Hudson’s Bay Import Department, operated by XPO Logistics. See section 1.6 for Import Department Contact Details .

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4 Invoice Payments & Account Debits (provisional)

4.1 Invoicing (wholesal/own goods)

Goods-invoices at Hudson’s Bay can be processed in 3 ways.

1. Via EDI 2. Via eInvoicing 3. Via paper invoicing

To make the invoice flow as efficient and easy as possible Hudson’s Bay prefer to work with our wholesale Suppliers via EDI invoicing. It’s also possible to set up an e-Invoicing way of working or to send paper invoices. See paragraph 4.1.1 with the guidelines for the EDI/ e-Invoicing set up and 4.1.2 for the correct addresses for paper invoicing.

For all goods-invoices we work from our Central Accounting department in Cologne, Germany. We use an electronic workflow in the Accounting Service Center.

To ensure a fast processing of your invoices we explicitly ask that you take note of our organizational guidelines paragraphs 4.2.

4.1.1 EDI & Digital invoicing (wholesale/own goods) If you would like to take advantage of the benefits of a paperless electronic data exchange process, we will be pleased to process the invoice over EDI or E-Invoice. For further details about the EDI procedures please contact:

EDI: [email protected]

E-Invoice: [email protected] For the format of the E-Invoices please note our guidelines in paragraph 4.2.

4.1.2 Paper invoicing in our Accounts Payable Department (wholesale/own goods) To ensure a fast processing of your invoices we explicitly ask that you take note of our organizational guidelines.

There, we would like to ask you to send all goods-invoices in the original (without copies) to the following address:

HBC Netherlands B.V.

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Supplier number: xxxx

Postfach 900169

51111 Cologne

GERMANY

The invoice must be issued in:

HBC Netherlands B.V.

GLN 44335101000007

VAT-No. NL856338783B01

Rembrandtweg 39-41, 3rd floor, 1181 GE Amstelveen

NETHERLANDS

4.2 General invoicing requirements (wholesale/own goods) The following records are required by law and apply to all invoices for trade goods, sample deliveries and other goods and services. Invoices that do not meet the below requirements will not be accepted and returned to the Supplier. See example invoice in Appendix 4.

1. Checklist for invoice submission ¾ Original invoices x only original invoices (without copies)

x issued in Euros x submission immediately after your delivery

¾ Invoice vs. order vs. delivery note

x One invoice must be issued per each delivery note and per each order! (unless otherwise agreed, e.g. decade invoices etc.)

¾ Multi-page invoices x ensure that the pages are separated from one another (not stapled together)

x pages should be arranged in ascending order of their page numbers x The following details are required on the subsequent pages: x name of your firm x invoice number x page number

¾ Print quality x good print quality x avoid fields with a dark or colored background

¾ Invoices will not x invoicing in advance – invoices submitted in advance (i.e. the invoice

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accepted, if date is before the delivery date) x double-sided printing – documents printed on both sides x invoice as email, without EDI contract or e-Invoice agreement x invoice has deduction of any marketing and loyalty fee (Deductions

of marketing and loyalty fees are taken into account in the settlement by Accounting HBC NL.)

Contact for queries to invoice submission: [email protected]

2. Contents of the Invoice ¾ Sample Invoice (appendix 4 ) and example: Deposit/Empties Presentation see Appendix 5

Issuer of the invoice (1) Full company name and address of your firm.

GLN of your firm (1) Statement of your 13-digit GLN (formerly called ILN), only necessary if you send invoice by EDI

Supplier no. (2) Statement of your HBC Netherlands B.V. supplier no.

VAT no. or tax number of the issuer of the invoice (11)

Your VAT no. or tax number. This must always be stated on the first page of the invoice.

Invoice number (5) Clearly identified invoice number under the heading "Invoice number" or "Document number". Please note also that the invoice number given on the document must always be stated in full in correspondence (complaints, etc.).

Invoice date (5) Clearly identified invoice date under the heading "Invoice date" or "Document date".

Invoice address (3) Full corporate name of the invoice recipient, e.g. “HBC Netherlands B.V." Full invoicing address (Street, City, Postcode/ZIP).

VAT no. or tax number of the client and include reference (17)

Our VAT no. or tax number. This must always be stated on the first page of the invoice, only necessary by REVERSE CHARGE – include the reference “intra-Community supply of goods, article 138 paragraph 1 VAT Directive 2006/112”

GLN for invoice address (3) Statement of the 13-digit GLN of the invoice address

Consignee / Goods recipient (4) (delivery address)

Statement of the address of the recipient of the goods (branch, warehouse). The address must be complete (Street, City, Postcode/ZIP).

GLN of the consignee / Goods recipient's GLN (4)

Statement of the 13-digit GLN of the recipient of the goods. Please note if applicable the special arrangements for deliveries to the RSP warehouse.

Delivery note number* (6) Statement of the delivery note number under a clear heading, e.g. "Delivery note no.", "DN no.".

Date of the delivery/performance date* (7) Statement of the time of the delivery or performance under a clear heading, e.g. "Delivery date", "Delivery period".

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Order number* (12) Statement of the HBC Netherlands B.V. order number under a clear heading, e.g. "Your order number", "Your PO no.".

Article GTIN number (8) Statement of the GTIN (formerly known as EAN) in the invoice items.

Deposit/ empties (15) The total value of the empties/deposit is to be listed for each VAT rate separately from the value of the goods

Freight/packaging (13) The total value of the freight/packaging is to be included for each VAT rate in the net value of the goods and listed once more separately from the value of the goods.

Net amount (9) Total net amount per VAT rate (excluding VAT)

VAT rate (9) VAT rate in percent

VAT amount (9) Total VAT amount per VAT rate

Bank details (16) Current bank details, IBAN and BIC/SWIFT

Gross amount (10) Total gross amount of the invoice, including VAT

Reference to the agreed conditions (14) Due to the large number of information texts, we ask that you only use the text specified by the German Federal Ministry of Finance "Bonus or discount agreements apply".

The information marked with an * must be identical on the delivery note and invoice. Please ensure – also in your own interests – that this information is stated in full on the documents.

3. Rejection of invoice in the case of errors Invoices without complete necessary information cannot be processed by us. In this case you will receive a report on the errors from us and a copy of your invoice with a request to submit a corrected original invoice. Within this context we would like to point out that the return of the documents may result in a delay in payment.

4. Complaints about Invoices for Goods ¾ Enquiries about the settlement of goods invoices should be sent in writing – stating your Supplier no.

(HBC NL B.V. number) – to [email protected]. ¾ If you submit invoices to us under more than one supplier number, the letters of complaint/ reminders

should also be drawn up separately according to these numbers. ¾ The invoice number, date, amount (including VAT) and branch must be stated for each item to which the

complaint relates. ¾ Please do not send any copies of invoices together with the letters of complaint. These will be requested

by us separately if the original invoice is missing. ¾ We strive to process complaints as quickly as possible. For this reason it is important that we receive

from you only fully coordinated open item lists in EXCEL format.

5. Complaints about Reductions in Conditions

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In the case of discrepancies with respect to reduced conditions according to the agreement on conditions concluded with HBC Netherlands B.V., please contact the buyer responsible directly.

6. Special Cases ¾ Credit notes Please note that if there are differences in the invoices relating to deliveries of goods we always issue debit advices and post them in our accounts automatically. Complaints about debit advices should always be addressed in the form of a letter of complaint to [email protected].

Credit notes may only be dispatched by your company if they do not refer directly to invoices for goods. Failure to comply with this will result in amounts being debited twice by us.

¾ Contracts for Work and Services/Invoices for Repairs In these transactions it is essential to state the repair value on the delivery note as well. This will enable us to verify your invoice more quickly.

7. Invoice Settlement Your invoice amounts are transferred through Metro International AG (MIAG). From MIAG you will receive a separate advice of settlement of the invoices/credit notes to which the settlement relates. This advice of settlement will enable you to match the items brought to account to your open items.

Enquiries about the settlement of goods invoices should be addressed to [email protected]. After listing of the Suppliers, MIAG continues with the supplier to offer a credit - and service package. The contract is concluded between suppliers and MIAG. The fee will be taken into account as an invoice list deduction upon payment of the due invoice.

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4.3 Payment Method (provisional) (wholesale/own goods)

Please note that settlement periods begin on the later of

(i) the invoice date or (ii) the date the invoice was received or (iii) the date of receipt of the corresponding goods into Hudson’s Bay Netherlands Distribution Centre

or (IV) when the delivery is being made straight to Hudson’s Bay Netherlands stores, will commence the day after the final store received the items or services.

Billing example: Monthly billing; 45 days payment term) means:

All sales from 1.3. – 31.3. are billed on 3.4. (invoice-date = 31.3.). Payment to the Supplier is 45 days later = 15.5.

Weekly billing; 10 days payment term) means:

All sales from 1.3. – 5.3. are billed on 6.3. (invoice-date = 5.3.). Payment to the Supplier is 10 days later = 15.3.

All sales from 6.3. – 12.3. are billed on 13.3. (invoice-date = 12.3.). Payment to the Supplier is 10 days later = 22.3.

All sales from 13.3. – 19.3. are billed on 20.3. (invoice-date = 19.3.). Payment to the Supplier is 10 days later = 29.3.

All sales from 20.3. – 26.3. are billed on 27.3. (invoice-date = 26.3.). Payment to the Supplier is 10 days later = 5.4.

All sales from 27.3. – 31.3. are billed on 3.4. (because of weekend) (invoice-date = 31.3.).

Payment to the Supplier is 10 days later = 10.4.

4.4 Sale or Return (SOR) (provisional) Where a sale or return arrangement is agreed, the process will be managed as defined hereafter. The selling period for the merchandise will be agreed and put in writing at the onset of the contract. Title, liability and risk relating to the merchandise will be as for non-SOR merchandise until the end of the agreed selling period. All SOR orders are required to be billed in full, per purchase order (“SOR” but be quoted on each Sale or Return invoice). At the end of the agreed selling period and once the Supplier has possession of their goods a debit note will be raised by Hudson’s Bay Netherlands. At this point, the invoice will be released for payment along with the debit note raised for returned stock and the Supplier will be paid for good sold only. The Supplier will then credit Hudson’s Bay Netherlands to the full value of all returned products so our payment can be correctly allocated on the Supplier’s ledger. If the debit note for the stock returned has not been cleared against orders within 30 days from the date of the debit note, the Supplier is required to make payment in full to clear the balance on the account. Risk and title relating to the merchandise becomes the Supplier's on dispatch from Hudson’s Bay Netherlands.

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4.5 Liquidated Damages Charges (provisional) Debit notes will be raised for the value of each of the above and automatically deducted from the Supplier's account. Returns, shortages and over charges will not only reflect the value of the stock but will also include any costs for administration, shipment etc. If any of the above charges have not cleared against open invoices within 30 days from the date of the invoice / debit note, Suppliers are required to make full payment to clear their account. Any discrepancies with these charges must be reported to Hudson’s Bay Netherlands Accounts Payable Department no later than 14 days after the debit note / invoice date. Any price increases must be advised immediately to the nominated Buying contact with a copy of the updated price lists as soon as they are raised, and obtain an email from the buyer confirming receipt of the new price list and their agreement to the price increase from the date of issue.

4.6 Account Disputes & Reconciliation (provisional) Suppliers will be notified of all liquidated damages and administrative fees by invoice/e-mail. Any reason for disputing such charges or fees must be notified in writing to Hudson’s Bay Netherlands buying department no later than 30 calendar days of the date of Hudson’s Bay Netherlands invoice/e-mail, failing which Hudson’s Bay Netherlands will not enter into discussions in relation to these charges or fees. Statements must be sent on a monthly basis to the Accounts Payable Department, showing only what is outstanding on the ledger. Payments must not be quoted on the statement, as they should be allocated against the invoices they relate to. Any deductions being disputed must be quoted on the statement along with the specific debit note number for that deduction. In the event that Suppliers continually require assistance from Hudson’s Bay Netherlands Accounts Payable Department with the reconciliation of payments, administrative costs incurred relating to this assistance will be charged to the Supplier and will be automatically deducted from a future payment. If there is no future payment, the Supplier will be required to send payment to settle the invoice in full.

4.7 Invoicing with concession/consignment Suppliers (provisional)

In case of concession and consignment supplier Hudson’s Bay will send a diverse range of bookkeeping receipts (invoices, credit and debit notes, etc) to the Supplier. In order to reduce the work involved in processing receipts manually, electronic exchange is the preferred way of working. There are 2 possibilities for these electronic exchange for the Supplier in getting the information:

1. Data may be exchanged by sending a PDF file via email to an email address determined by the Supplier. If necessary, an additional copy in XML or CVS format may also be sent. Due to file size limits of 10MB, larger receipts cannot be sent via email

2. The Accounting Department from Hudson’s Bay uploads the receipt in PDF format (plus when necessary copies in XML or CSV format) to a server. The Supplier receives a notification via email that the file(s) have been uploaded. The Supplier gains access to the files on the server via an SFTP program (encrypted) with a password that has been exchanged with them. Hudson’s Bay will keep

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the files on the server for a period of 12 months. The Supplier is responsible for retrieving the data made available by Hudson’s Bay within 12 months.

To get these electronic exchange working for all the concession and consignment Suppliers from Hudson’s Bay, it’s necessary for the Suppliers to complete the “ELBA-confirmation document”. This is a document with play-rules and not a contract. The Hudson’s Bay buyers will provide the concession and consignment Supplier with this document.

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APPENDIX 1 STORE/DC ADDRESS INFORMATION INCL GLN NO

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APPENDIX 2 HANGERS

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APPENDIX 4 EXAMPLE INVOICE

Invoice address:

A. N. Other HBC Netherlands B.V.

Anystreet 99 GLN 4335101000007

99999 Anytown VAT-No. NL856338783B01 (17)

GLN 43………../. (1) Rembrandtweg 39-41, 3rd floor

1181 GE Amstelveen

NETHERLANDS

Invoice Post address:

HBC Netherlands B.V. (3) Invoice no. XXXXX (5)

Supplier no.: xxxxx (3) Invoice date February 2, 2017 (5)

Postfach 900169 (3) Delivery note no. XXXXX (6)

51111 KÖLN (3) Delivery date February 2, 2017 (7)

GERMANY Custom order no. XXXXXXXXX (12)

Supplier no.: XXXXX / X (2)

Delivery address: HBC Netherlands B.V., Warehouse, Street, City, Postcode/ZIP, Netherlands, GLN …………. (4)

Quantity Article/GTIN Number Unit Price Total Price

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20 10

Article designation 1 GTIN 4399999950000 (8) Article designation 2 GTIN 4399912360000 (8)

5.95 2.00

119.00 20.00

Goods Value (9)

Deposit Empties (15)

Freight Packaging (13)

Total Net Amount (9)

VAT Amount (9)

VAT Percent (9)

Total Gross Amount (10)

119.00 1.50 2.50 123.00 25.83 21.00 148.83 20.00 3.00 23.00 1.38 6.00 24.38 173.21 (10) Bonus or discount agreements apply (14)

Bank details: IngDiBa Musterhausen, Account no. 1235678, Bank sorting code 87654321

IBAN XXXXXXXXXXXXXXXXYXXX BIC/SWIFT XXXXXXXXX (16)

Tax number 123456789 / Value-added tax identification number DE123456789 (11)

APPENDIX 5 EXAMPLE Deposit/Empties Presentation

Invoice address:

A. N. Other HBC Netherlands B.V.

Anystreet 99 GLN 4433510100007

99999 Anytown VAT-No. NL856338783B01 (17)

GLN 43………../. (1) Rembrandtweg 39-41, 3rd floor

1181 GE Amstelveen

NETHERLANDS

Invoice Post address:

HBC Netherlands B.V (3) Invoice no. XXXXX (5)

Supplier no.: xxxxx (3) Invoice date February 2, 2017 (5)

Postfach 900169 (3) Delivery note no. XXXXX (6)

51111 KÖLN (3) Delivery date February 2, 2017 (7)

GERMANY Custom order no. XXXXXXXXX (12)

Supplier no.: XXXXX / X (2)

Delivery address: HBC NL B.V., Warehouse, Street, City, Postcode/ZIP, GLN …………. (4)

Article no. Article Designation GTIN GTIN Quantity Unit Price Deductions VAT Net Value K

004711 Article 1 4301012345678 10 BOX 10.00 21% 100.00 004712 Article 2 4301012345600 10 BOT 5.00 21% 50.00 004713 Article 3 4301012345011 100 CRA 7.00 6% 700.00 Empties accounting: 005811 Boxes 10 BOX 3.00 21% 30.00 005812 Bottles 10 BOT 0.30 21% 3.00 005813 Crates 100 CRA 0.50 6% 50.00 Deposit value excl. VAT 33.00 21% Deposit value excl. VAT 50.00 6% Goods Value

Net Amount

VAT VAT % Final Amount

K

150.00

700.00

183.00

750.00

38.43

45.00

21%

6%

221.43

795.00

1.016.43

or

Empties accounting: 005811 Boxes 10 BOX 3.00 21% 30.00 005812 Bottles 10 BOT 0.30 21% 3.00 005813 Crates 100 CRA 0.50 6% 50.00 Goods

Value

Deposit before addition of VAT Net Amount

VAT VAT % Final Amount

K

150.00

700.00

33.00

50.00

183.00

750.00

38.43

45.00

21%

6%

221.43

795.00

1.016.43