am retail group inc. vendor guidelines - march 2… · effective: march 24, 2017...

79
Effective: March 24, 2017 1 AM RETAIL GROUP INC. Vendor Guidelines Effective March 24, 2017

Upload: haliem

Post on 15-Aug-2018

215 views

Category:

Documents


0 download

TRANSCRIPT

Effective: March 24, 2017 March3203131,2016December 23, 2015

1

AM RETAIL GROUP INC.

Vendor Guidelines

Effective March 24, 2017

Effective: March 24, 2017 March3203131,2016December 23, 2015

2

TABLE OF CONTENTS

STATEMENT OF PURPOSE ................................................................................................................. 5

VENDOR GUIDELINE ACKNOWLEDGEMENT .................................................................................... 6

VENDOR CODE OF CONDUCT ....................................................................................................... 7-10

VENDOR SET-UP PROCESS .............................................................................................................. 11

NEW VENDOR SET-UP .......................................................................................................................... 11 NEW FACTORY SET-UP ........................................................................................................................ 11

APPROVED FOR PRODUCTION COUNTRY LIST ............................................................................. 12

FACTORY COMPLIANCE............................................................................................................... 13-20

NEW FACTORY INTRODUCTION ............................................................................................................. 13 TRANSPARENCY POLICY .................................................................................................................. 14-15 UNSOLICITED PAYMENTS POLICY .......................................................................................................... 16 SUBCONTRACTING POLICY ................................................................................................................... 16 FACTORY ACCESS POLICY............................................................................................................... 16-17 BRANDED MERCHANDISE POLICY .......................................................................................................... 17 FACTORY DISCLOSURE FORM .......................................................................................................... 18-19 ACKNOWLEDGE FORM .......................................................................................................................... 20

FACTORY EVALUATION ............................................................................................................... 21-22

PRODUCT COMPLIANCE ................................................................................................................... 23

CALIFORNIA PROPOSITION 65 ............................................................................................................... 23 CONFLICT MINERALS ............................................................................................................................ 23

PRODUCT TESTING ............................................................................................................................ 24

ACCESSORIES GUIDELINES ........................................................................................................ 25-30

PRODUCTION GUIDELINES ............................................................................................................... 25-26 ACCESSORY PACKING .......................................................................................................................... 27

Accessories Pre-pack .................................................................................................................... 27 Accessories Bulk Carton Packing.................................................................................................. 27 General Guide for Accessory Casepack Quantities ...................................................................... 28 Belt Packing (Special Packing)...................................................................................................... 28

TICKETING ........................................................................................................................................... 29 Price Ticket and Sticker Guidelines ............................................................................................... 29

FACTORY DEFECTS .............................................................................................................................. 30 Options on Repairing Factory Defects........................................................................................... 30

APPAREL/GARMENTS GUIDELINES ........................................................................................... 31-39

GARMENTS .......................................................................................................................................... 31 General Garment Packaging .................................................................................................... 31-32 Hangers .................................................................................................................................... 33-35

Hanger Suppliers ..................................................................................................................... 33 Hanger Sizes ........................................................................................................................... 33 Hanger Types ..................................................................................................................... 33-34 Hanger Size Rings .................................................................................................................. 35

Garment on Hanger (GOH) ...................................................................................................... 36-37 GOH Container Loading .......................................................................................................... 36 Garments Per Bar Guideline ................................................................................................... 36

Flat Packing Garment Carton Guidelines ................................................................................. 37-38 Garment Pre-Packs ................................................................................................................. 37 Garments Bulk Packed ............................................................................................................ 38

TICKETING ...................................................................................................................................... 38-39 Price Ticket and Sticker Guidelines ......................................................................................... 39

Effective: March 24, 2017 March3203131,2016December 23, 2015

3

FACTORY DEFECTS .............................................................................................................................. 39 Options on Repairing factory Defects ............................................................................................ 39

FOOTWEAR GUIDELINES ............................................................................................................. 40-58

BUY PROCESS ..................................................................................................................................... 40 FOOTWEAR COMPLIANCE POLICY .......................................................................................................... 40

Footwear Penalty Assessment ...................................................................................................... 40 FACTORY DEFECTS .............................................................................................................................. 41 LIQUIDATION OF BRANDED PRODUCT ..................................................................................................... 40 PRE-PRODUCTION SAMPLE PROCESS .............................................................................................. 42-45

New Proto Requirements .............................................................................................................. 42 Confirmation Sample Process .................................................................................................. 42-43 Fit Approval Process ..................................................................................................................... 44 Pre-Production Trial Samples (PPT) ............................................................................................. 45

Lacing Standards ......................................................................................................................... …..46 LABELING AND PACKAGING REQUIREMENTS ...................................................................................... 47-48

Shoebox Labels ............................................................................................................................. 47 Duplicate Shoebox Labels ............................................................................................................. 47 Feature Sticker Labels................................................................................................................... 48 Tissue Paper ................................................................................................................................. 48

SUPPLIER CONTACT INFORMATION ........................................................................................................ 49 ANTI-MOLD PACKING INSTRUCTION .................................................................................................. 50-56 PRODUCTION PLANNING AND DELIVERIES .............................................................................................. 57 SPLIT SHIPMENTS ................................................................................................................................ 57 AIR SHIPMENTS ................................................................................................................................... 58

BASS SPORTSWEAR GUIDELINES ..................................................................... APPENDICES 19-22

GENERAL CARTON REQUIRMENTS……………………………………………………………………….59

CARTON MARKING REQUIREMENTS ............................................................................................. 660

PACKING LIST REQUIREMENTS ....................................................................................................... 61

TRANSPORTATION AND ROUTING ............................................................................................. 62-74

GENERAL DELIVERY INFORMATION ........................................................................................................ 62 DOMESTIC LDP (LANDED DUTY PAID) ROUTING INSTRUCTIONS .............................................................. 62 DOMESTIC DDP (DELIVERED DUTY PAID) ROUTING INSTRUCTIONS ......................................................... 63 INTERNATIONAL OCEAN FREIGHT SHIPMENTS.................................................................................... 64-73

Purchase Order Booking Requirements ................................................................................... 64-65 North American Importer Security Filing........................................................................................ 65 Cargo Delivery Requirements ....................................................................................................... 66 CFS Cargo Receiving Requirements ............................................................................................ 66 Container Pick-Up Process ........................................................................................................... 67 Container Inspection Process ................................................................................................... 67-68 Container Loading Requirements ............................................................................................. 68-70 Container Sealing Requirements................................................................................................... 70 Container Delivery Requirements ................................................................................................. 70 Document Management Process .................................................................................................. 71 Document Collection Requirements .............................................................................................. 71 Document Dispatch Table ............................................................................................................. 71 Consignee and Notify Party Information ........................................................................................ 72 Document Collection/Verification Requirements ........................................................................... 73 Forwarders Cargo Receipt (FCR).................................................................................................. 73

INTERNATIONAL AIR FREIGHT SHIPMENTS .............................................................................................. 74

CUSTOMS COMPLIANCE .............................................................................................................. 75-77

LOGISTICS COMPLIANCE ............................................................................................................. 78-79

PENALTY ASSESSMENTS ................................................................................................................. 78-79

Effective: March 24, 2017 March3203131,2016December 23, 2015

4

APPENDICES (SEE ADDITIONAL DOCUMENTS ON WEBSITE).........................................................

Effective: March 24, 2017 March3203131,2016December 23, 2015

5

STATEMENT OF PURPOSE

In a continued effort to sell quality products and to expedite the flow of goods, AM Retail Group Inc. requires

vendors to follow the packaging and routing instructions in this guide. Failure to comply with AM Retail’s

requirements will result in chargeback’s to the vendor.

At AM Retail Group, our vendor/supplier relationships have always been a very valuable part of our business.

We are dedicated to ensuring that our supplier standards are in conformity with those of the retail industry as a

whole, which in turn will translate into increased sales and profitability for AM Retail Inc. and our Vendors. As

we continue to grow, updates and revisions will be sent to you. It is your responsibility to ensure that the proper

personnel within your organization are made aware of procedures and updates.

Effective: March 24, 2017 March3203131,2016December 23, 2015

6

AM RETAIL GROUP, INC. VENDOR GUIDELINES ACKNOWLEDGEMENT As an authorized representative of (“Vendor”), I acknowledge

receipt of the AM Retail Group, Inc. (“Company”) Vendor Guidelines.

Vendor has read and understands Company’s Vendor Guidelines, including the policies, procedures and terms

contained therein and any revisions thereof, and warrants and represents that Vendor and its manufacturing

facilities (i) are in full compliance with the expectations published in the Vendor Guidelines and (ii) will remain in

full compliance Company’s Vendor Guidelines at all times, as well as any additional laws, ordinances, rules and

regulations applicable to Vendor. Vendor acknowledges that the Vendor Guidelines may be revised from time to

time by Company. Vendor will review at least quarterly any revisions to the Guidelines, available at

www.amretailgroup.com, and Vendor will abide by such Vendor Guidelines, as amended.

The authorized representative signing below represents that he/she has authority to enter into this Agreement

on behalf of Vendor.

Vendor Name:

Vendor Address:

Country:

Telephone Number:

Authorized Representative Name:

Authorized Representative Title:

Authorized Representative Email:

Authorized Representative Signature:

Date of Signature:

Effective: March 24, 2017 March3203131,2016December 23, 2015

7

VENDOR CODE OF CONDUCT

This document sets forth the expectations and guidelines for all vendors and factories that provide merchandise

to AM Retail Group, Inc. (AMRG) and is incorporated into and a part of the Vendor Guidelines.

AMRG has a long-standing commitment of conducting its business in accordance with high moral, ethical, and

legal standards, and in compliance with all applicable laws. We choose vendors and factories who share this

commitment. While AMRG recognizes that there are different cultural, legal, and ethical environments in the

countries throughout the world in which merchandise purchased by AMRG is manufactured, this Vendor Code

of Conduct sets forth the basic minimum requirements that all AMRG’s vendors and factories must meet in

order to do business with AMRG. AMRG strongly encourages vendors to exceed these standards and promote

the best practices in all factories in which they manufacture merchandise.

AMRG will use an on-site Internal Compliance Monitoring (“ICM”) Audit of its business partners to ensure

compliance with these standards.

Legal Requirements AMRG’s vendors and factories must operate in full compliance with the applicable laws, regulations, rules and

local legal requirements relevant to the conduct of their business. They must adopt and adhere to rules and

conditions of employment that respect workers and, at a minimum, safeguard their rights under applicable

national and international labor and social security laws and regulations. We will seek vendors and factories

who respect the legal and moral rights of the employees.

Child Labor The use of Child Labor is strictly prohibited. Employees of AMRG’s vendors and factories must be over the

applicable minimum legal age requirement, which is generally 16 years old, but no persons shall be employed

under the age the 15, or under the age for completion of compulsory education, whichever is higher. The

vendors and factories must observe all legal requirements for work of authorized minors, particularly those

pertaining to hours of work, wages, minimum education, work type and working conditions. Facilities must

maintain proper documentation of each worker’s date of birth. AMRG supports the development of lawful,

legitimate workplace apprenticeship programs.

Forced or Compulsory Labor The use of forced or compulsory labor is prohibited. AMRG’s vendors and factories shall not in any way use or

support the use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

Mental and physical coercion, slavery, and human trafficking are prohibited throughout our supply chain.

Health & Safety The employer shall ensure all applicable laws, regulations, and rules that pertain to the health and safety in the

workplace are followed. The employer, bearing in mind the prevailing knowledge of the industry and of any

specific hazards, shall provide workers a clean, safe, and healthy working environment, including systems and

training designed to help prevent accidents, illness, and injury attributable to the operation of the facility and

machinery. Responsible measures must be adopted to mitigate negative impacts on the environment.

Employers must provide all required and appropriate workers compensation coverage in the event of injury.

The employer shall appoint a management representative who is accountable for the health and safety of all

personnel.

Effective: March 24, 2017 March3203131,2016December 23, 2015

8

Freedom of Association and Right to Collective Bargaining The vendors and factories shall recognize and respect the right of works to freedom of association and

collective bargaining as required by local law, regulations and practice. No worker shall be subject to

harassment, intimidation, or retaliation in their efforts to freely associate or bargain collectively. The Employer

shall allow union organizers access to employees and shall recognize the union of the employees’ choice in

accordance with the local laws and regulation.

Non-Discrimination All employment decisions, including but not limited to hiring, job assignment, wages, bonuses, allowances and

other forms of compensations, promotion, discipline, work assignments, termination of employment, provisions

of retirement, shall be made solely on the basis of education, training, and demonstrated skills or abilities.

Employers shall not discriminate in employment, including gender, race, religion, age, disability, sexual

orientation, nationality, political opinion, or social class or ethnic origin. Employers must act in accordance with

law and not improperly discriminate.

Disciplinary Practices The employer shall document and communicate to all workers a progressive disciplinary policy, e.g., escalating

disciplinary action steps such as verbal warning, written warning, suspension, and termination. Any exceptions

to this rule, e.g., immediate termination for theft or assault, shall be clearly communicated to workers.

Harassment and Abuse The employers must treat employees with respect and dignity. AMRG will not utilize vendors and factories that

use or permit the use of corporal punishment, physical, sexual, psychological, or verbal harassment, or other

forms of mental or physical coercion, abuse or intimidation, as defined and prohibited by local law.

Wages, Compensations, and Benefits Wages are essential for meeting the basic needs of workers. Every worker has a right to compensation for a

regular work week that is sufficient to meet the worker’s basic needs and provide some discretionary income.

The employer shall ensure that wages paid for all hours worked meet at least the legal minimum wage required

by the local law and regulations or the appropriate prevailing wage, whichever is higher. The employer shall

provide all legally mandated fringe benefits and wage requirements to all employees as required by law or

contract. Employees shall be compensated for overtime hours at the rate established by law or regulations in

the country of manufacture or, in those countries where such laws do not exist, at least equal to their regular

hourly wage rate. If the compensation paid does not meet the worker’s basic needs and provide some

discretionary income, our business partners are required to take appropriate actions that seek to progressively

realize a level of compensation that does.

Effective: March 24, 2017 March3203131,2016December 23, 2015

9

Working Hours The employees shall not be required to work (inclusive of overtime) more than the local legally prescribed limits.

Vendors and factories shall comply with the local applicable laws and regulations that entitle workers to

vacation time, leave periods, and holidays.

Employers are prohibited from requiring their employees to work more than the regular and overtime hours

permitted under the law of the country where they are employed. In no circumstance may regular hours exceed

48 hours in a week and, other than in exceptional circumstances, the sum of regular and overtime hours in a

week must not exceed 60 hours. Employees must have at least 24 consecutive hours of rest in every seven-

day period. Employers are not permitted to request overtime on a regular basis. All overtime must be

consensual and compensated at a premium rate.

Environmental Standard All vendors and factories shall comply with all applicable environmental laws, rules, and regulations in their

countries and the communities in which they operate. This is inclusive of those related to emissions, discharge,

and disposal of waste, including chemicals, water, energy, hazardous chemicals, and air quality. Responsible

measures must be adopted to mitigate negative impacts on the environment. AMRG encourages the nurturing

of a better environment at the facilities and in the communities in which they operate.

Sub-Contracting All vendors or factories providing merchandise to AMRG must be disclosed. Vendors or factories that

outsource or subcontract work in the production of AMRG merchandise shall obtain prior written authorization

for doing so. If work is done at another location, the outsourcing employer shall be responsible for assuring that

the subcontractor is in compliance with standards set forth in this Code of Conduct.

Access to Facilities Vendors and factories providing merchandise to AMRG are prohibited from denying access to AMRG

employees or its brands or customers at the facilities where AMRG merchandise is produced.

Unsolicited Payments Vendors and factories are prohibited from furnishing gifts of any kind to AMRG employees, or employees of its

associated brands, or customers.

Management Systems The employer shall have management systems to ensure ongoing compliance. Management systems shall be

implemented, maintained, communicated and accessible to all necessary parties, which may include all levels

of management, supervisors, and employees.

Brand Protection Vendors and factories shall protect the reputation of all AMRG brands and customers. Any illegal activities

(such as counterfeiting, diversion and other intellectual property rights violations) are prohibited.

Effective: March 24, 2017 March3203131,2016December 23, 2015

10

C-T PAT/Supply Chain Security Vendors and factories shall be aware of C-TPAT security guidelines and standards, and ensure compliance

with minimum security requirements.

Monitoring and Documentation In order to verify compliance, the employer shall allow AMRG auditors or 3rd party audit company’s free access

to all facility grounds, workers interviews and whatever other resource is necessary to verify compliance. The

factories must maintain sufficiently detailed records and documents for the past 12 months to enable AMRG to

verify their compliance with this Code of Conduct.

AMRG may require factories to post this Vendor Code of Conduct in a location accessible to their workers in the

appropriate local language.

Effective: March 24, 2017 March3203131,2016December 23, 2015

11

VENDOR SET-UP PROCESS

New Vendor Set-Up Process

1. The Vendor will be contacted by the AMRG merchandising team to complete the vendor set-up

process. The following documents will need to be completed:

Vendor Set Up Form (Appendix 1) – Please fill out with complete company information for any ship

point

Review Approved for Production Country List (International Locations only) - (see page 11) to

ensure your factory locations are in the approved for production column. If not, you will need

approval from AMRG prior to completing the vendor set-up process. Please contact

[email protected].

Review of Vendor Guidelines – Review the packet and complete the attached acknowledgement

form (See Page 5 and Appendix 3)

Vendor Guidelines Acknowledgement Letter (See Page 5 or Appendix 3) – Must be signed by

company officer

2. When the vendor has completed all of these forms, please return them to the AMRG merchandising

team. This team will review the documents and send them to the AMRG Accounts Payable Department

for approval and set-up.

3. The Accounts Payable team will approve the set-up and assign the vendor an ARMG vendor number.

This number will be sent to the vendor and will allow the merchandising areas to begin to process

purchase orders to you as a vendor.

4. The next step will be to get set-up with AMRG’s ticketing company, r-pac International Corporation.

This can only be completed after you have been issued a vendor number. Please complete the

AMRG Web Order Registration form (See Appendix 4) and send it to Naomi Cheung

([email protected]) for r-pac set-up.

5. The final step in the vendor set-up process with be to register with UpNet Technologies to integrate

electronically in order to exchange the following: Purchase Orders, Purchase Order

Acknowledgement, Advanced Ship Notice (ASN) and UCC 128 Carton Labels. This can only be

completed after you have been issued a vendor number. Please complete the UpNet New Vendor

Implementation Form (See Appendix 23) and send it to UpNet ([email protected]) for

UpNet set-up.

New Factory Set-Up Process

1. If you are an existing vendor with AMRG and would like to add an additional approved factory to your

matrix you will need to complete a Factory Ship Point Form (See Appendix 2) or an additional

Merchandise Vendor Set-Up Form (See Appendix 1)

2. Review Approved for Production Country List (International locations only) to ensure your factory

locations are in the approved for production column. If not, you will need approval from AMRG prior to

completing the factory set-up process. Please contact [email protected].

3. The Accounts Payable team will approve the set-up and assign the factory an ARMG ship point

number. This number will be sent to the vendor and will allow the merchandising areas to begin to

process purchase orders to the approved ship point.

Effective: March 24, 2017 March3203131,2016December 23, 2015

12

APPROVED FOR PRODUCTION COUNTRY LIST

Please review the following table to see if the country you want to utilize for production for AMRG is approved.

If a country want to utilize is not on the list, contact [email protected].

Approved for Production Need approval prior to vendor/ship point set-up

Not approved for Production

Bangladesh Australia Balkans

Brazil Argentina Belarus

Cambodia Bahrain Cote D’Ivoire (Ivory Coast)

Canada Bolivia Cuba

China Chile Democratic Republic of the Congo

Dominican Republic Columbia Iran

El Salvador Costa Rica Iraq

Great Britain Egypt Lebanon

Guatemala Haiti Liberia

Hong Kong Honduras Libya

India Israel North Korea

Indonesia Jamaica Somalia

Italy Japan Sudan

Jordan Lesotho Kenya Madagascar Malaysia Mexico Myanmar (Burma) Morocco Pakistan Nepal Philippines Nicaragua Portugal Northern Mariana Islands

(Saipan)

Singapore Oman Taiwan Peru Spain Poland Thailand Qatar Uruguay Romania

Vietnam South Africa South Korea Sri Lanka Turkey United Arab Emirates (UAE) Zimbabwe

Effective: March 24, 2017 March3203131,2016December 23, 2015

13

FACTORY COMPLIANCE

New Factory Introduction The below information is for vendors or factories intending to produce for AM Retail Group, Inc. (AMRG).

It is the vendor’s responsibility to review the content of this packet with its factories, ensure that the forms

are fully completed and signed, and submitted to AMRG in order to begin the factory approval process.

The packet is comprised of eight sections:

1. New Factory Introduction – describes the AMRG auditing process

2. Transparency Policy – describes AMRG policy on factory

transparency

3. Unsolicited Payments Policy – describes AMRG policy on bribery and

gifts

4. Subcontracting Policy - describes AMRG policy on subcontracting

5. Factory Access Policy – describes AMRG policy on Factory Audits as it relate to

factory access and entry for AMRG Monitors or those of our brands and customers

6. Branded Merchandise Policy – describes AMRG policy on leftover

branded production materials following production of AMRG purchase orders

7. Factory Disclosure Form – form to disclose factory contact and

background information

8. Acknowledgement Form - form requesting vendor and factory signatures to

acknowledge receipt and understanding of program’s requirements

Once the forms have been completed and signed, please email them to

[email protected]. Please also keep one copy for your reference.

AM Retail Group, Inc. (AMRG) requires all our suppliers to submit their factories intended for AMRG production

to 1) evaluation, 2) remediation, and 3) any other customer or brand approval processes that may apply, as it

pertains to their own code of conduct, compliance program, and other benchmarks.

The AMRG compliance and approval process must take place for all factories producing AMRG orders.

Please note the following:

1. Factory audits are Transparency-based. Refer to the Transparency Policy.

2. Factory evaluations will be conducted on an announced or unannounced basis.

3. AMRG auditors and/or AMRG’s 3rd Party Audit Company’s will have full access to all areas of the

factory and dormitories.

4. AMRG auditors and/or ARMG’s 3rd Party Audit Company’s will have full access to all relevant records,

files, and other necessary documents.

Effective: March 24, 2017 March3203131,2016December 23, 2015

14

5. AMRG auditors and/or ARMG’s 3rd Party Audit Company’s will conduct on-site and/or off-site interviews

with selected factory management and workers in total confidence. The factory management must agree

that there will be no attempts to identify the participating workers and the content of the interviews.

6. AMRG and/or AMRG’s 3rd Party Audit Company’s will be allowed to document and/or photograph the

factory, the dormitory, and any other aspects or conditions of the factory pertaining to compliance with

AMRG standards.

7. An approved facility will undergo periodic monitoring to ascertain sustainable compliance with AMRG

standards.

At the conclusion of the factory evaluation, the auditor will conduct an exit meeting with the factory management

to discuss all findings, immediate action items, transparency, and any necessary information or clarification.

Factories that need to improve non-compliance issues will be required to provide a comprehensive corrective

action plan ("CAP”) along with a timeline for improvements. This CAP and timeline will be reviewed, discussed

with factory management and approved by the AMRG Auditors or 3rd Party audit company.

Please note that we agree to keep all information strictly confidential and for AMRG internal use only. However,

under certain circumstances, AMRG may be required to disclose or furnish compliance information to our

customers for whom we may produce in your factories.

All factories that produce for AMRG are granted support from our internal team to review their factory compliance program without penalization, for support and guidance in the possibility of an AMRG and/or AMRG’s 3rd Party Audit. AMRG’s internal team is available for questions and support at all times.

AMRG TRANSPARENCY POLICY

OVERVIEW:

Factories that produce for AMRG are required to be TRANSPARENT.

Transparency is a condition of APPROVAL.

Those factories that are found not to be transparent WILL NOT BE APPROVED.

DEFINITION:

Transparent/Transparency is defined by AMRG Compliance as a quality of being open and honest; not

secretive.

It is a factory’s willingness and inclination to be open, accessible, and forward with the entirety of their

Records & Documentation, Access to facilities, and Access to workers & management. This includes, but is not

limited to Working Hours, Production Records, Wages, Licenses, Orders, etc. All documentation and record-

keeping is made available for the auditor to review so that a complete and thorough review of the factory is

available and verifiable for AMRG.

Effective: March 24, 2017 March3203131,2016December 23, 2015

15

HOW TRANSPARENCY WORKS WITHIN THE AMRG COMPLIANCE PROGRAM:

Transparency is held in the highest regard to the AMRG Compliance Program.

In general, AMRG trusts all vendors and factories to be transparent.

AMRG evaluations verify factory transparency.

AMRG Audits place a priority on transparency and specifically evaluate the factory’s transparency and cooperation during the audit. Partial transparency or reluctance to adhere to Transparency is noted during the audit and may result in failure.

Transparent factories will always be held in a higher regard than Non-Transparent factories.

Factories that are transparent with incomplete records are allowed to move forward in the approval process. Non-Transparent factories will not move forward until they are transparent, regardless of whether they have shown ‘complete records’

RESPONSIBILITY:

Transparency is the vendor’s responsibility. All Vendors should take extra time to ensure their sources are

clear about this policy. All documentation must be verifiable and record-keeping should be reviewed to ensure

it is accurate and up-to-date prior to the audit as the auditor will cross-reference records (ie: Working Hours vs.

Production Records vs. Wages vs. Minimum Wage required by law).

PURPOSE OF POLICY:

This policy is in reaction to:

1. Double books,

2. Unverifiable records, and

3. Unpaid wages

…continuously seen throughout the production process.

AMRG will not accept partners that undermine the importance of transparency in the supply chain and place

AMRG and its customers and brands at unnecessary risks by failing to ensure that we are aware of the issues

that the factory has.

Simultaneously, AMRG will seek to reward those partners that share the value AMRG places on a transparent

partnership.

PENALTIES & CONSEQUENCES:

Factories that are not transparent may face penalties, included but not limited to:

Postponement of orders placed

Cancellation of orders already placed with the vendor to the factory: Vendor’s will be held liable for losses incurred

Chargebacks to vendor

Potential loss of future orders

Factories that are not transparent WILL NOT PASS THEIR AUDIT.

Effective: March 24, 2017 March3203131,2016December 23, 2015

16

UNSOLICITED PAYMENTS POLICY AM Retail Group, Inc. has a strict policy on ethics and payments and gifts to our associates.

Any offers to our associates of monies, gifts, or other inducements are strictly prohibited.

If a business partner, supplier or its factories make an offer or attempt to make a gift, pay money or otherwise

seek to influence or induce an AMRG associate, or any associated brands or partners, the incident will be

immediately reported to AMRG management for review. The supplier will then be subject to penalties advised by

AMRG, which may include possible termination of business relationship.

As a prospective business partner and supplier, it is most important that your management, associates, and

those factories you use for AMRG production are fully aware and understand this policy and the consequences

for not observing it.

No factory should be offering moneys of any kind to AMRG associates, customers, brands, or partners.

SUBCONTRACTING POLICY The practice of undisclosed subcontracting is strictly prohibited under AMRG policies.

If a supplier or business partner places or subcontracts production in a factory that we have not been advised of

or have not authorized, we have the right to immediately and permanently discontinue business with the

supplier or business partner and to refuse delivery of the relevant goods, without payment, and prevent the sale

of those goods.

We understand there may be unforeseeable business circumstances that prompt a supplier or business partner

to seek production at locations other than the authorized facility. In such case, we expect and require that our

suppliers and business partners observe AMRG policy and disclose any and all new factories. These factories

will be subject to a compliance assessment.

It is of utmost importance that you make certain that all of your managers, all of your associates, and all of the

factories that you use for AMRG production are fully aware of and understand our policies and the

consequences of not observing it.

Prevention of sale will be sufficiently broad to protect the interests of AMRG and its partners, brands, licensors,

and customers.

Please ensure clear communication to avoid costly misinterpretations or missteps.

FACTORY ACCESS POLICY

All factories producing goods for AMRG, as well as its customers, brands, or partners, are subject to audits

performed by ARMG and/or ARMG’s 3rd Party Audit Company.

Factories that reject or deny access or generally forbid these audits will be in violation of the agreements of the

AMRG requirements for fulfillment of purchase orders and may face penalties that include, but are not limited

to, penalty fees, cancellation of orders, destruction of goods, termination of relations with AMRG, or other

actions as warranted. Outstanding payments may be denied until such an audit is conducted.

Audits are performed at AMRG’s discretion. No prior announcement is required. Factories must allow for full

cooperation during these unannounced audits with senior management at attendance.

Effective: March 24, 2017 March3203131,2016December 23, 2015

17

Audits that are announced will be advised prior to arrival, either directly to the factory or to the vendor receiving

the purchase order from AMRG. All announced audits require the vendor’s attendance.

Full cooperation by the factory with the above will be the responsibility of the vendor. Please be reminded that

the vendor is the company that accepted the purchase from AMRG. All compliance responsibility ultimately lies

with the vendor. Vendors must ensure all factories producing goods for AMRG are disclosed to AMRG at all

times.

All factories are further subject to audits performed by 3rd Parties by/for any of AMRG’s customers, brands, or

partners that have relation to the produced goods.

At times, audits may be requested and performed by/for any of AMRG’s customers, brands, or partners that

have relation to the product being made at the factory. These audits may be announced or unannounced.

Factories must allow full cooperation during these unannounced audits. Vendors must ensure all factories

producing goods for AMRG’s customers, brands, or partners are disclosed to AMRG at all times and that

access is/will be granted.

No factory should reject or deny access to an audit.

BRANDED MERCHANDISE POLICY AMRG Product manufactured in your factory cannot be allowed to land on local black markets throughout the world.

Using leftover materials from AMRG Production for Non-AMRG Orders is unacceptable. Following production, if there are any extra hardware pieces or materials for Cut & Make, or branded materials of any kind, suppliers must notify us at once.

We can work out assorted purchase orders. However, it cannot be made and resold to anyone in the world except for AMRG.

Effective: March 24, 2017 March3203131,2016December 23, 2015

18

FACTORY DISCLOSURE FORM

Factory Information (FACTORY to Complete)

Factory Name

Factory Address

City

State/Province

Country

Factory Contact

Contact’s Title

Phone Number

Fax Number

Email Address

Production Information (VENDOR to Complete)

Estimated Production Start Month

Estimated Monthly Units for this factory for G-III

Estimated Percentage of business at Factory

Brand(s)/Customers/Divisions for G-III to be placed at factory

Effective: March 24, 2017 March3203131,2016December 23, 2015

19

Effective: March 24, 2017 March3203131,2016December 23, 2015

20

ACKNOWLEDGEMENT FORM

By signing below, I acknowledge that I have read and understand the requirements and policies of AMRG’s Compliance and Social Responsibility Program, including the Initial Authorization Letter, Unsolicited Payments Letter and Subcontracting Letter, and I shall adhere to their requirements. I have also completed the factory disclosure forms with true and actual information.

I agree to manufacture in accordance with AMRG’s code of conduct.

VENDOR (Required to Acknowledge)

Name of Company

Name of Representative

Title of Representative

Signature of Representative

Date

FACTORY (Required to Acknowledge)

Name of Factory

Name of Representative

Title of Representative

Signature of Representative

Date

Factory Stamp or Seal:

Effective: March 24, 2017 March3203131,2016December 23, 2015

21

FACTORY EVALUATION

All Factory’s that are producing product for AMRG will receive an on-site Factory Evaluation by AMRG

and/or a 3rd Party Audit Company.

The vendor will submit a Factory Evaluation Request to AMRG and/or the 3rd Party Audit Company.

Factory Evaluation Request

Applican

t AMRG

Merchandiser

Division Code:

(Must be filled in)

Name: Contact Number:

Office: Date:

Vendor Vendor Name ICode:

Contact Person

Email Address:

Contact Number:

Factory to

Be Evaluated

Factory Name

Contact Person

Contact Number :

Email Address

Address

Order

Information

Client Name

Item Description

Est. Quantity

Est. Delivery Date

Destination

Any Special Instruction:

The Factory Evaluation will be completed in 15 working days upon request.

Effective: March 24, 2017 March3203131,2016December 23, 2015

22

Upon receipt of the Factory Evaluation Request. AMRG and/or the 3rd Party Audit Company will as the vendor to complete and submit the following pre-audit documents:

Certificate of Compliance (See Appendix 5)

Restricted Substance Policy (See Appendix 6)

New Factory Packet (See Pages 12-19)

Factory Evaluation (See Appendix 7)

C-TPAT Evaluation (See Appendix 8)

Audit Document Checklist (See Appendix 9)

Fire Safety Assessment (See appendix 10)

Upon receipt of the pre-audit documents the on-site Factory Evaluation will be scheduled

ARMG and/or the 3rd Party Audit Company will complete the audit and review outstanding issues with

the vendor and factory

AMRG and/or the 3rd Party Audit Company will email a Factory Evaluation CAP that the vendor will

need to complete and return to AMRG one week after the evaluation date

Follow-up Factory Evaluations will be scheduled by AMRG and/or the 3rd Party Audit Company to valid

issues identified on the CAP have been addressed

Effective: March 24, 2017 March3203131,2016December 23, 2015

23

PRODUCT COMPLIANCE

California Proposition 65

AM Retail Group, Inc. (“AM Retail”) is committed to ensuring product safety for our customers and in compliance

with all applicable product safety laws and regulations, including compliance with California Proposition 65

requirements. AM Retail has adopted the following specifications limiting the levels of lead and lead compounds

by weight (“Lead Limits”) that can be contained in handbags, backpacks, wallets, hats, purses, clutches, totes,

shoes, and belts manufactured for sale by AM Retail:

Paint or other surface coatings: 90 parts per million (ppm)

Leather: 300 ppm

Polyvinyl chloride (PVC): 200 ppm

All other components (except cubic zirconia, crystal, glass or rhinestones): 300 ppm

AM Retail requires that the method of testing for Prop 65 Compliance be the acid digest test, also known as the wet chemical test. Wipe, swipe, x-ray fluorescence, and swab tests DO NOT meet AM Retail’s testing requirements. AM Retail’s preferred testing labs are ITS and BV. These labs are not required testing labs at this time, but are recommended to all vendors for Prop 65 Compliance testing. Vendors have 90 days from calendar date 4/1/2016 to comply with testing requirements.

All vendors MUST submit a satisfactory Lead Test Report or ALL products (handbags, backpacks, wallets, hats,

purses, clutches, totes, shoes and belts manufactured by your company for AM Retail. All Lead Test Reports

must be submitted as follows:

International Shipments: At time of purchase order booking to OOCL Logistics origin offices via upload

in their Podium system

Domestic Shipments: At time of purchase order booking to Geodis Wilson via upload in their Mercury

Gate routing system

Any product which does not have an accompanying Lead Test Report from a qualified testing lab will not be shipped and may be rejected by AM Retail until such Lead Test Reports are received Lead Test Reports must be not more than six months prior to the date of receipt by AM Retail.

Products that do not meet the Lead Limits specifications set forth above shall be deemed non-compliant with

specifications and may be refused by AM Retail and/or subject to any fine/penalty assessed to AM Retail

because of any such violation. Vendors and suppliers shall indemnify AM Retail in the event of non-compliance,

including but not limited to all claims, damages, penalties, judgements and costs arising out of such non-

compliance. Further information regarding California Proposition 65 and other California laws that apply to AM

Retail suppliers can be found on the Disclosures page of our website: http:/AM Retail Wilsons Leather

website/disclosures and on the following website: http://www.oehha.ca.gov/prop65.html.

Conflict Minerals

The SEC requires companies with conflict minerals that are necessary to the functionality or production of a product manufactured by the registrant to disclose annually whether any of those minerals originated in the Democratic Republic of Congo (“DRC”) or any adjoining countries.

Conflict minerals are defined as:

Cassiterite

Columbite-tantalite (coltan)

Wolframite

Tin, Tantalum and Tungsten (often referred to as the “three T’s”), which was derivatives of the minerals listed above

Gold

Effective: March 24, 2017 March3203131,2016December 23, 2015

24

PRODUCT TESTING

Vendors must follow all product testing protocols for product that they are producing and selling to AMRG.

The vendor will be contacted for product inspections based on their production scheduled and ship date by the G-III Quality Assurance team or approved third party testing company.

Effective: March 24, 2017 March3203131,2016December 23, 2015

25

ACCESSORIES GUIDELINES

Production Guidelines – Accessories

Man-made Materials

All materials chosen require a complete color card.

All materials must have the content information included – (PU – Semi Pu etc.)

All printed fabric must have license approval for the original artwork.

All materials (manmade and natural) must comply with all Prop 65 compliance requirements.

Testing reports will be needed to confirm compliance confirmation.

You will receive a copy of the most current Prop 65 compliance report requirements.

Leather materials

Leather must be labeled with the animal, leather name, finish average skin size and price per Sq Ft.

All leather chosen must include 3 sets of a color range of 5-6 shades for us to establish the color standard.

All manmade materials must comply with all Prop 65 compliance requirements.

Testing reports will be needed to confirm compliance confirmation.

You will receive a copy of the most current Prop 65 compliance report requirements.

Hardware

All sub-material hardware (this includes accessible linings, zippers hardware edge paint pullers and hardware) must meet prop 65 compliance

Sample (development)

All development samples must use the correct materials and sub-materials.

All tags must be labeled with the materials used and a swatch card must accompany the sample.

Substitutions must be documented on the sample card.

Attached is a template of the tag that each supplier will be required to produce and use for all samples (see attached image)

Pre-production samples

All preproduction samples must be in the correct materials.

2 pieces of preproduction samples must be sent.

1 sample will be stamped and signed for inspection and the other will be our keep sample.

Styles that have multiple colors will 1 sample for our keeping and color cards with all materials and linings and details for the inspector.

This will include edge paint and stitching references.

Production inspection

All production will be reviewed based on the approval pre-production sample.

All details must be matching to this pre-production sample.

Packing all product should be packed based on the detailed notes in the purchased order.

This includes ticketing etc.

Effective: March 24, 2017 March3203131,2016December 23, 2015

26

Effective: March 24, 2017 March3203131,2016December 23, 2015

27

Accessory Packing Guidelines

In a continued effort to sell quality products and to expedite goods to our stores, AM Retail Group requires

vendors to apply the following packing requirements for accessories. AM Retail Group has two types of

accessory packed cartons: Pre-packs and Bulk. Each has its own packing requirements. Please see Pre-packs

and Bulk section.

Accessories Pre-packs Pre-packs are mixed sets of defined products that will cross-dock to our stores. Pre-packs must be packed in exact accordance as the PO outlines.

The standard packing for Handbag in the carton is STAND packing. If vendors see an obvious inefficiency or simply not workable, vendors should contact your AM Retail Group primary contact for the further instruction before ordering the cartons.

Ensure each item is pre-ticketed with the proper AM Retail Group or vendor ticket.

Pre-packs will have no odd cartons.

Packed cartons may not exceed 20.41 kg’s (45 lbs.). Contact the Buyer or MPS for revised instructions if over 20.41 kg’s (45lbs).

Carton should not exceed product by more than 1.27 cm’s (½ inch) on all sides.

Pack cartons as densely as possible without damaging merchandise or causing cartons to bulge. At the top of each carton, there must be at least 0.64 cm’s (1/4 inch) of air space between the top accessory and top of the carton.

Cartons are to be sealed with one time use only PVC tape (vendor logos are not preferred due to the increased security risk), covering all seams. The tape should extend at least 7.62 cm’s (3 inch) over the ends.

Accessories Bulk Carton Bulk packed cartons are bulk PO’s that will be sorted at the AM Retail Group Distribution Center in Brooklyn

Park, MN. If AM Retail Group Buyer or MPS has noted packing requirements on the PO, the vendor

must pack the PO in accordance as outlined. When directed by Buyer or MPS, certain accessories must be

packaged at specific quantities.

Accessories are to be boxed by one PO/ unique style number per carton. Pack a standard number of

accessories per carton. With only one mixed or odd carton per PO/Style/Color/Size.

Ex. 96 pcs on PO – style. Vendor packs 9 cartons of 10 and 1 carton of 6.

DO NOT mix Styles, Colors, or Sizes within cartons unless the buyer has specified that on the PO.

Ensure each item is pre-ticketed with the proper AM Retail Group or vendor ticket.

Packed cartons may not exceed 20.41 kg’s (45 lbs.) Contact the Buyer or MPS for revised instructions if over 20.41 kg’s (45lb).

Carton should not exceed product by more than 1.27 cm’s (½ inch) on all sides.

Pack cartons as densely as possible without damaging merchandise or causing cartons to bulge. At the top of each carton, there must be at least 0.64 cm’s (1/4 inch) of air space between the top accessory and top of the carton.

Cartons are to be sealed with one-time use only PVC tape (vendor logos are not preferred due to the increased security risk), covering all seams. The tape should extend at least 7.62 cm’s (3 inch) over the ends.

Effective: March 24, 2017 March3203131,2016December 23, 2015

28

General Guide for Accessory Case pack Quantities

General Guide for Accessory Case pack Quantities - Bulk Pack only

Dept.

General Guide for

Case pack

Quantities

Category

Inner

Pack Yes

or No

Bundled Groups? (i.e.

allow for multi-unit

replen) Y/N

D03 - Handbags 4 to12 Handbags N N

2 to 4 Tote/Large HB/Wmns Exec N N

D07 - Travel 2 to4 Duffle Y N

6 to 12 Travel Bags N Y - 2

6 to 12 Shave Kits N Y - 2

6 to 12 Belt Bags N Y - 2

2 to4 Messengers N N

2 to4 Backpacks N N

24 to 36 Small Travel Items (Carded) N Y - 4

1 Luggage N N

D09 - Wallets 24 to 36 Wallets N Y - 4

D10 - Gifts n/a Watches: Note - Ship by Air N N

24 to 36 Small Bin Items (Carded) N Y - 4

D29 - Executive 2 to4 Briefs Y N

6 to 12 Portfolio N N

12 to24 Planners N N

1. Required to meet the carton box size dimension per General Carton Requirements – See page 57.

2. Carton sizes must be consistent for each PO - Style.

Multiple styles with different sizes under one same PO can have the different carton sizes

as long as maintain the same carton size for the same style.

3. Bundled Group - require having 2 or 4 pcs by an individual poly bag or light weight inner carton.

Effective: March 24, 2017 March3203131,2016December 23, 2015

29

Belt Packing (Special packing) Belt cartons are the only cartons that can be longer than 121.92 cm (48”).

Belts are to be packed in 40pc master cartons with two 20pc non-reshippable inner packs of 20 - all one SKU in both boxes, standard master carton size to be 142.24 x 22.86 x 12.70 cm (56” x 9” x 5 “).

Small quantity replenishment/bulk by SKU - if an order quantity for a given SKU is less than 40pcs and will not fill a master carton, then allocation has agreed to round to 20pcs and two SKU’s can be put in a master carton. One SKU per inner carton. This is to be used as an exception only, not a rule. Therefore, you could have 20pcs of size 32 and 20pcs of size 44 in a master carton.

In this case, the master carton would be marked: Size: 20pc size 32, 20pc size 44 Qty: 40pcs

Belts pre-packs must meet pre-pack carton requirements.

Ticketing

All merchandise must be pre-ticketed with the proper AM Retail Group or vendor tickets. This will include the

unique Wilsons Leather UPC. Affix the UPC tickets so as to ensure that the merchandise will not be damaged.

(Use a plastic swift-attach device or label, do not loop strings around buttons or use strings attached with pins.)

If there are any concerns about the scan-ability of the UPC’s, you are required to send an initial sample to AM Retail Group Logistics Department for testing and approval. You should maintain a quality control program to ensure that your UPC tickets are scannable.

Price Ticket and Sticker Guidelines Effective immediately the verbiage “MSRP” should be removed from all pricing tickets and stickers. There is no replacement verbiage.

In addition, if the verbiage “Our Price” is present it should be replaced with the verbiage “Sale”. If an “Our Price” is used it is identified on each order.

See Appendix 18 – Price Ticket and Sticker Guidelines for examples

Effective: March 24, 2017 March3203131,2016December 23, 2015

30

Factory Defects (ALL PRODUCT CATAGORIES)

AMRG will issue chargebacks on product that fails to meet the quality expectations as referenced by the approved confirmation sample. Standard chargeback costs are as follows:

Landed cost (first cost + duty + freight + agent commission)

AMRG Inspection

3rd party inspection

Freight costs associated domestic transportation of product to/from the DC and stores.

Options on Repairing Factory Defects

At AMRG’s discretion, we may decide to have sub-standard product repaired in order to make it commercially acceptable. If AMRG decides to have product repaired all associated costs will be charged back to the vendor. Options to repair product include:

Factory to repair the product.

Goods sent to third party to repair the product.

Effective: March 24, 2017 March3203131,2016December 23, 2015

31

APPAREL/GARMENT GUIDELINES

Garments

Vendors are to ship garments as GOH unless the PO calls for pre-packs or flat packs. AM Retail Group may

also require vendor to flat pack GOH PO’s as requested by AM Retail Group Logistics to help maximize cube

utilization of containers. GOH shipment vendors must deliver GOH cargo to consolidation point by GOH truck.

GOH PO’s must not be delivered to consolidation point as flat packed unless otherwise prior approved by AM

Retail Group.

General Garment Packaging The following bullet points cover packaging of individual garments prior to shipping GOH or in cartons. Failure

to comply with AM Retail Group requirements will result in charge backs to the vendor.

All garments must be pre-ticketed with the proper AM Retail Group tickets or vendor tickets.

Place an adequate supply of silica gel in pockets.

Enclose garment in clear 0.1 - 0.2 MM thick polyurethane bag with warning instructions.

Tape polyurethane bags close with self-adhesive tape – allowing 7.62 cm (3”) space between bottom of garment and bottom of bag.

See pre-packs / flat pack for more details on packaging.

Use ONLY AM Retail Group approved hangers for all shipments. See hanger requirements.

Warning must be printed on all polyurethane bag as follows in English at a minimum, but additional languages can be added (i.e., Spanish, French, etc.):

WARNING: TO AVOID DANGER OF SUFFOCATION. KEEP THIS BAG AWAY FROM BABIES AND CHILDREN. DO NOT USE IN CRIBS, BEDS, CARRIAGES OR PLAY PENS. THIS BAG IS NOT A TOY.

Effective: March 24, 2017 March3203131,2016December 23, 2015

32

Size sticker must go on the right outside corner of the polyurethane bag (on wearers left side).

Effective: March 24, 2017 March3203131,2016December 23, 2015

33

Hangers

Hanger Suppliers

Hanger Plus Company name: ChinaPine(Jia Xing) Hangers Co., Ltd.

Address: Baibu New District, Haiyan County Economic Development Zone, Zhejiang Province

Contact person: Ada

E- mail: [email protected] or [email protected]

Mobile: +86-13758363509 T: +86-0573-86779728 F: +86-0573-86777491 Tel by Free: 400-887-4863

Hanger Sizes:

Men’s Jackets; Women’s Long Coat Outerwear

17” Contour w/ Grip Hangers Plus #213 A & E #3213

Men’s Vests; Shirts 18” Flair Hangers Plus #196 A & E #3298

Men’s Pants 12” Pant w/ Soft Lock Hangers Plus #5712 A & E #5712R

Women’s Jackets 17” Contour w/ Grip Hangers Plus #213 Women’s Halter Top 17” Flair Hangers Plus #V17 Women’s Vest/Skirts 17’ Flair Hangers Plus #V17 Women’s Pants/Skirts 12” Pant w/ Soft Lock Hangers Plus #5712 A & E #5712R

Plus Sizes 21” Contour w/ Grip Hangers Plus #2421 Kid’s Jackets 15” Contour w/ Grip Hangers Plus #212 Kid’s Pants/Skirts 10” Pant w/ Soft Lock Hangers Plus #5710 A & E #5710R

Hanger Types:

CONTOUR HANGERS

19” hanger for Men’s Outerwear

17” hanger for Women’s Outerwear (Can use 15” and 19” as needed based on size)

15” hanger for Kids Outerwear

Effective: March 24, 2017 March3203131,2016December 23, 2015

34

FLAIR HANGERS

17” hanger for Women’s shirts, halters and vests.

18” hanger (no notch) for Men’s shirts and vests.

PANT / SKIRT HANGERS

12” hangers for all pants and skirts

Effective: March 24, 2017 March3203131,2016December 23, 2015

35

Hanger Size Rings All jacket, vest, shirt, pants, skirts and top hangers must have a Wilsons Leather Logo Sticker and Size Ring.

It is the responsibility of each vendor to ensure that these stickers and size rings are on the hangers at the time of shipment

Garments On Hanger (GOH) GOH orders will be hung on AM Retail Group approved hangers that support the garment, meet packaging

requirements and are pre-ticketed as per noted on PO. Vendors that are factory-loading containers MUST

inspect containers before loading. Vendors must seal containers using high security seals provided by the

ocean carrier and record the seal number on all paperwork.

Effective: March 24, 2017 March3203131,2016December 23, 2015

36

GOH container loading

Required loading pattern for all GOH shipments is as outlined below.

Load garments from right to left by PO/Style/Color/Size.

Within the PO/Style/Color/Size, start by loading the largest garment to smallest

(XXL to S).

Do not mixed PO’s, Styles, Colors, and Sizes.

Before loading a container, loaders need to inspect bars and ropes to ensure physical integrity.

The hook part of the hanger, from size ring above, must be clear of foam, cardboard, paper or plastic. See below picture.

Inspect container. Please read Container Inspection section.

There must be an adequate amount of dehydrate agent (silica gel) in container.

Laying garments on the floor or hanging garments touching the floor of the container is prohibited.

DO NOT hang hangers backwards on the knots. Hanger hooks are to face the head of the container.

DO NOT tie, wire, or tape hangers together.

DO NOT tie, wire or tape hangers to the knots on the ropes.

No more than 5 garments per knot.

DO NOT use hooks.

Garments Per Bar Guideline:

DESCRIPTIONS PCS PER BAR IN GOH CONTAINERS

NORMAL JACKET (WITHOUT FILL OR Z/O) 165

Z/O OR FILLED JACKET 150

BIG/LONG SIZE (X AND T) JACKET 140

3/4 LONG JACKET 140

Z/O OR FILLED 3/4 LONG JACKET 130

Z/O OR FILLED X AND L 3/4 LONG JACKET 120

HEAVY WEIGHT MOTORCYCLE JACKET 140

LONG COAT 120

PANTS 350

SKIRT; SHORT PANTS 650

VEST 650

SHEARING; FAKE SHEARING/FUR JACKET 100

KIDS – REGULAR JACKETS 185

KIDS – Z/O OR FILLED JACKETS 165

KIDS – PILE LINED & FAKE SHEARING JACKETS 115

Effective: March 24, 2017 March3203131,2016December 23, 2015

37

Flat Packing Garment Carton Guidelines Garment orders to be flat packed will use AM Retail Group approved hangers that support the garment, meet

packaging requirements and are pre-ticketed as per noted on PO. Garments are only to be packed in cartons

when the PO calls for it. AM Retail Group has two types of garment packed cartons, Pre-packs and Flat-packed.

Each has its own packing requirements. Please see Pre-packs and Flat packed section.

Garment Pre-packs Pre-packs are mixed sets of defined products that will cross-dock to our stores. Pre-packs must be packed in

exact accordance as the PO outlines.

All garments must meet AM Retail Group garment packaging requirements.

Garments are not to have hangers inside garment. The hangers are to be placed at the top of the carton with a full-size sheet of corrugated between the last garment and hangers.

Alternate direction of garments in the carton so that the cartons are filled evenly.

Carton should not exceed garment by more than 1.27 cm’s (½ inch) on all sides.

Pack cartons as densely as possible without damaging merchandise or causing cartons to bulge. At the top of each carton, there must be at least 0.635 cm’s (1/4 inch) of air space between the top garment and top of the carton.

Two styles can be combined in a PPK with the same delivery, vendor, fabrication and brand.

Fold sleeves of jackets and tops toward front.

Jackets longer than 101.60 cm’s (40 inch) in length jackets need to be folded, with the lower portion of the jacket folded towards the back, so any crease would be on the back of the garment.

Fold pants in half vertically, front to front, extending back rise smoothly; then fold in half horizontally at knee.

On top of the last garment packed, place a full-size corrugated sheet.

Cartons must be within AM Retail Group carton requirements. See Cartons requirements.

ALL PRE-PACKS MUST SHIP ON THE MASTER SKU. When booking PO with freight forwarder do not book by total SKU’s but by the total numbers of pre-packs.

Cartons are to be sealed with one time use only PVC tape (vendor logos are not preferred due to the increased security risk), covering all seams. The tape should extend at least 7.62 cm’s (3 inch) over the ends.

Effective: March 24, 2017 March3203131,2016December 23, 2015

38

Garments Bulk Packed

Garment Bulk Packed cartons (or Flat to Hang/ FTH) are bulk PO’s that will be hung at AM Retail DC in Brooklyn Park, MN. Garments are usually bulk pack because the PO is small; close out buy, for air shipment or no other GOH is at shipper origin to add to. Bulk packed cartons are consolidated with other AM Retail Group cargo.

All garments must meet AM Retail Group garment packaging requirements.

Garments are to boxed by: PO/Style/Color/Size. With only one mixed carton per PO/Style/Color/Size.

Ex. PO 123456, Style aabbcc, Color - Black,

Sizes 24 S 48 M 50 L and 20 XL =

3 cartons of 8 S,

6 cartons of 8 M,

6 cartons of 8 L ,

2 cartons of 8 XL

1 odd carton of 2 L / 4 XL.

Cartons content must be clearly marked on the outside of carton. See cartons marking requirements.

Garments are not to have hangers inside. The hangers are to be at the top of the carton with a full-size sheet of corrugated between the last garment and hangers.

Alternate direction of garments in the carton so that the cartons filled evenly.

Carton should not exceed garment by more than 1.27 cm’s (½ inch) on all sides.

Pack cartons as densely as possible without damaging merchandise or causing cartons to bulge. At the top of each carton, there must be at least .635 cm (1/4 inch) of air space between the top garment and top of the carton.

Fold sleeves of jackets and tops toward front.

Jackets longer than 101.60 cm’s (40 inch) in length jackets need to be folded, with the lower portion of the jacket folded towards the back, so any crease would be on the back of the garment.

Fold pants in half vertically, front to front, extending back, rise smoothly; then fold in half horizontally at knee.

Cartons must be within AM Retail Group carton requirements. See Cartons.

Cartons are to be sealed with one time use only PVC tape (vendor logos are not preferred due to the increased security risk), covering all seams. The tape should extend at least 7.62 cm’s (3 inch) over the ends.

Ticketing

All merchandise must be pre-ticketed with the proper AM Retail Group or vendor tickets. This will include the

unique Wilsons Leather UPC. Affix the UPC tickets so as to ensure that the merchandise will not be damaged.

(Use a plastic swift-attach device or label, do not loop strings around buttons or use strings attached with pins.)

If there are any concerns about the scan-ability of the UPC’s, you are required to send an initial sample to AM Retail Group Logistics Department for testing and approval. You should maintain a quality control program to ensure that your UPC tickets are scanable.

Effective: March 24, 2017 March3203131,2016December 23, 2015

39

Price Ticket and Sticker Guidelines Effective immediately the verbiage “MSRP” should be removed from all pricing tickets and stickers. There is no replacement verbiage.

In addition, if the verbiage “Our Price” is present it should be replaced with the verbiage “Sale”. If an “Our Price” is used it is identified on each order.

See Appendix 18 – Price Ticket and Sticker Guidelines for examples

Factory Defects (ALL PRODUCT CATAGORIES)

AMRG will issue chargebacks on product that fails to meet the quality expectations as referenced by the approved confirmation sample. Standard chargeback costs are as follows:

Landed cost (first cost + duty + freight + agent commission)

AMRG Inspection

3rd party inspection

Freight costs associated domestic transportation of product to/from the DC and stores.

Options on Repairing Factory Defects

At AMRG’s discretion, we may decide to have sub-standard product repaired in order to make it commercially acceptable. If AMRG decides to have product repaired all associated costs will be charged back to the vendor. Options to repair product include:

Factory to repair the product.

Goods sent to third party to repair the product.

Effective: March 24, 2017 March3203131,2016December 23, 2015

40

FOOTWEAR GUIDELINES

Buy Process

1. The first step in the process is Bass sending an MCF (Merchandise Control Form) with information regarding style, number of pairs, price, sizes and requested delivery (FCR) date to the Vendor. (See Appendix 11).

2. The Vendor is to confirm all of this information back Bass, sign the MCF, and send the MCF back to Bass within 3 working days.

3. If the product is being made at a new factory that has not been approved by Bass, then Appendix 1, 2, and

4 must be completed and submitted to Bass.

4. Upon receipt of the signed MCF, Bass will issue a Purchase Order to the factory within 80 days of FCR.

5. After the Purchase order has been issued, any changes to price, number of pairs, or FCR date must be

communicated in writing to the appropriate buyer and they must be approved in writing by Bass and the vendor.

6. Purchase orders will consist of sized prepack runs as well as bulk quantities.

7. Carton packing is generally as follows:

Men’s: 12-pair prepacks and 12-pair bulks

Women’s: 12-pair pre-packs and 12-pair bulks

Footwear Compliance Policy

In an effort to enhance the quality and execution of AMRG footwear, we have revised several aspects of our

vendor manual. As an AMRG footwear vendor, we appreciate your full compliance with these guidelines and in

ensuring they are implemented down to the factory level.

Non-compliance with any of the procedures and guidelines will result in a chargeback. The chargeback may also include expenses incurred by AMRG for additional operational costs to process your goods due to non- compliance. Below is a list of non-compliance issues and charges:

Footwear Penalty Assessment

FOOTWEAR VIOLATIONS PENALTY

Failure to provide confirmation sample $1000 per violation

Failure of provide ALL production trials and approval prior to shipment leaving a factory

$1000 per violation

Use of counterfeit Micro-Pak $1000 per violation + cost associated with mold issue

Failure to use FTC Labels / Stamp $2.00 per pair

Insertions of Hangtags / Labels $0.50 per pair

Repairing factory defects Inspection cost + repair cost + material cost + freight to and from repair facility

Effective: March 24, 2017 March3203131,2016December 23, 2015

41

Factory Defects

AMRG will issue chargebacks on product that fails to meet the quality expectations as referenced by the approved confirmation sample. Standard chargeback costs are as follows:

Landed cost (first cost + duty + freight + agent commission)

AMRG Inspection

3rd party inspection

Freight costs associated domestic transportation of product to/from the DC and stores.

At AMRG’s discretion, we may decide to have sub-standard product repaired in order to make it commercially acceptable. If AMRG decides to have product repaired all associated costs will be charged back to the vendor. Options to repair product include:

Factory to repair the product.

Goods sent to third party to repair the product.

Liquidation of Branded Products

With prior written approval from Bass, product may be liquidated. It is the responsibility of the vendor to see that the shoes are properly disposed of in order to protect the Bass name and trademark.

Any product to be liquidated must have any reference to Bass or its trademark completely removed from the product.

All sewn-in labels or tags are to be removed

Embossing must be burned out, or otherwise removed

All raised or recessed brand names or trademarks must be ground out and rendered unreadable.

Protection of the Bass name is extremely important to us. If it is learned that a vendor has liquidated Bass branded product without properly removing our name and trademark beforehand, that vendor could find its relationship with Bass terminated.

Any questions in regard to the disposal or liquidation of Bass branded product should be immediately referred to

the GMM of Footwear.

Effective: March 24, 2017

Pre-Production Sample Process

GH Bass Proto Requirements

As we continue to build the GH Bass brand and develop global initiatives we are updating our vendor matrix and sourcing policy.

For all future footwear development, we are requiring new and existing partners to submit the GH Bass Vendor Cost Sheet (Appendix 16) form along with their samples for consideration going forward.

Confirmation Sample Process

Once Bass has approved a prototype sample and issues an MCF, the vendor is required to submit

confirmation samples for approval on each new stock number being purchased.

The confirmation sample should reflect the aesthetic requested by the Bass buying team and it should be made of the same materials that will be used in production. The confirmation sample must be approved by Bass before initial production begins.

On each new stock number, 2 pairs of each style per color of confirmation samples must be submitted to Bass within two weeks after initial sample is processed. (Three weeks if a new mold is required). Confirmation samples must be submitted in size 6 for Women’s product and size 9 for Men’s product.

The Vendor is responsible for the cost of manufacturing and shipping confirmation samples.

Confirmation samples must be marked with the proper Federal Trade Commission stamp, along with the required Bass information labeling for product: size, width, Bass stock number, gender (only necessary for men and boys) pattern name, country of origin, breakdown of shoe materials, and date of manufacture.

Each individual Confirmation Sample must be labeled with a separate information tag. The tags must be attached to each sample. Each tag will include a “Comment” area on the backside, and detail the following information on the front side

The words “Confirmation Sample” Full name of vendor

Bass pattern name

Bass stock number

Upper material / Color

Lining material / Color

Sock Lining material / Color Outsole material Bass model number Last number

Date of manufacture

Country and factory name where manufactured

42

Effective: March 24, 2017

In addition, the tag must be signed by an authorized representative of the Vendor guaranteeing that the confirmation shoes have been reviewed prior to sending to Bass for approval.

EXAMPLE: FRONT SIDE OF TAG:

The end of the boxes used to ship confirmation samples should be including the following information:

o Confirmation Sample

o Bass pattern name

o Bass stock number

All confirmation shoe shipments should be shipped to the attention of the appropriate Bass Product Development Manager at the following address:

G.H. BASS Retail Division

512 7th Avenue, 30th Floor, New York, NY 10018

Bass Product Development will review the confirmation sample with the Bass Buying team and then send the Confirmation sample comments to the Vendor via the “Confirmation Sample Report” within 3-5 business days.

Failure to provide Confirmation Samples: $1,000 per violation

CONFIRMATION Sample

Pattern Name:

Stock #:

Upper Mat./color :

Lining Mat./color: Sock Lining material/color:

Outsole:

Model #:

Last #:

Date Mfg.:

Country Mfg.

Factory Mfg.:

Vendor:

43

Effective: March 24, 2017

Fit Approval Process:

Vendors are required to submit one pair of the following sizes for fit approval:

Men’s - 9M Women’s - 6M If wide shoes are being purchased, vendors must also submit the required sizes as indicated

above.

One pair per size is required for the fit process.

Fit samples are required in one color way only per style.

The use of a mocked up outsoles is permitted on the extreme sizes. Fit samples should be submitted within 2 weeks after confirmation samples have been approved and no

less than 6 weeks prior to FCR date. Fit samples should be made with production materials.

Bass may request fit samples on additional color way if there is a variance in upper material composition within a pattern (e.g. Leather upper vs. fabric upper).

Vendor should not complete the commercialization process until fit samples have been approved.

Vendor should not authorize the start of production until fit samples have been approved.

Comments and approval of the fit samples will be communicated by our Fit Technician in our NY Office via the Fit Sample Report.

Vendor is responsible for the cost of fit samples and the associated freight costs.

Fit samples must be tagged and clearly identified as follows:

Fit samples should be shipped to the appropriate Bass Product Development Manager at the address below:

G.H. BASS Retail Division

512 7th Avenue, 30th Floor, New York, NY 10018

Vendor should also notify Bass Product Development once the fit samples have been shipped to NY Office.

FIT SAMPLE APPROVAL:

VENDOR

STYLE NAME

MAT’L

LAST

FACTORY

DATE

SIZE

44

Effective: March 24, 2017

Preproduction Trial Samples (PPT):

Once a new model has been commercialized, the factory should run a standard PPT to ensure the

commercialization was done correctly and to ensure a smooth transition on the production ramp up.

The PPT should consist of manufacturing a full size run on each new stock number ordered on the style. The PPTs on each stock number should reflect the aesthetic approved by Bass in the confirmation sample and be made with production materials.

Preproduction Pairs should be sent a maximum of 30days prior to the start of production or a minimum of 15days prior. Preproduction pairs sent to DC should consist of both:

A case run representing the most common size run ordered in the #1 color way

One pair (Men’s 9M and Women’s 6M) for each of the other color ways ordered.

Bass will review the Preproduction Pairs within 24 hours upon receipt and will advise comments in the Preproduction Report.

Purchase orders should not be shipped unless Bass has received, reviewed and approved the preproduction pairs. Failure to abide by this policy could result in a chargeback. Please refer to Chargeback Policy Section.

Preproduction shoes should have all the appropriate FTC marking and be packaged as they will be in

production (i.e. shoe box, tissue, Micro-pak sticker, box end label, bar code label etc.).

Preproduction shoes should be shipped to the following address:

Attn: Dolores Varichak AM RETAIL GROUP

7401 Boone Ave. North Brooklyn Park, MN 55428

Invoices for preproduction shoes should be billed at the confirmed FOB Cost. Invoices should be sent to the

appropriate Product Development Manager at the following address:

G.H. BASS Retail Division

512 7th Avenue, 30th Floor, New York, NY 10018

Failure to provide ALL production trials & approval prior to shipment leaving a factory: $1,000 per violation

45

Effective: March 24, 2017

Lacing Standards

Bass Lace up styles require that the laces be affixed on shoe as detailed in picture

This standard should be followed for all Men’s and Women’s Footwear styles.

46

Effective: March 24, 2017

Labeling and Packaging Requirements

Shoebox Labels All shoeboxes must be labeled with a UPC sticker affixed on the lower right hand corner on the short end of the

box. These labels (as pictured below) can be ordered through r-pac International Corporation. (See Section 3 for

supplier contact info). Please also refer to Appendix 12 - Footwear UPC Label Code for further details.

Duplicate Shoebox Labels: We require duplicate box labels for all tall shaft boots using below mentioned box sizes:

#70 (20-1/8”x11-3/4”x4-11/16”) #71 (20-1/8”x11-3/4”x4-3/16”)

MCF will indicate “Duplicate labels” as well as ticket type.

Spec details will also indicate “Duplicate box labels needed” for all styles required to have a second set of labels.

Label placement - See below 1st label should be placed in box. (refer to picture below) 2nd label should be placed on front long side of box, lower right hand corner. (refer to picture below)

SHOEBOX

LABEL

PLACEMENT

Duplicate Labels

47

Effective: March 24, 2017

Feature Sticker Labels (Orange Sticker):

Styles with special features will require a feature sticker affixed on the lid, above the shoebox

label. Feature sticker requirement will be indicated on the spec sheets. All feature stickers may

be ordered through r-pac International Corporation. (See Section 3 for supplier contact info).

Insertion of other non-approve hangtags/labels: $0.50 per pair.

Tissue Paper

Approved Design - see page 47 for supplier contact information

FEATUE STICKER PLACEMENT

48

Effective: March 24, 2017

Supplier Contact Information

WOMENS SHOEBOX SUPPLIER:

POUMING PAPER PRODUCTS MFG. CO., LTD

First International Estate, Sanxiang Town, Zhongshan Guangdong, PRC Contact: Max Ma

Email: [email protected] Email: [email protected]

Phone: 86-760-8668-0526/8669-1757 Fax: 86-760-8668-3857

MENS SHOEBOX SUPPLIER AND WEEJUNS (BOTH GENDERS):

GOOD BOX 2nd Industrial Area, Xiao Bian’s Management District, Chang An, Dong Guan City, Guang Dong, China Tel: 86-769- 85532545

Fax: 86-769-85532547 Contact: Justin Tsai

Email: [email protected] Phone: 86- 135-0009-4556

SHOEBOX LABEL SUPPLIER:

r-pac International Corporation

[email protected] or [email protected]

FEATURE BOX STICKER SUPPLIER:

r-pac International Corporation

[email protected]

TISSUE PAPER SUPPLIER:

WAN SHUEN PAPERS INDUSTRY CORP Address: No 158, Yichang E. Rd.,

Taiping District., Taichung City, Taiwan (R.O.C) 411 Tel: 886-4- 2278-2233; 886-4-2278-3331

Fax: 886-4-2278-3303 Contact Person: Julia Wang Cell Phone: 886-936-518-353

Email: [email protected]; [email protected] Website: www.wspaperbag.com

WOVEN LABEL SUPPLIER: o r-pac International Corporation o [email protected] or [email protected]

49

Effective: March 24, 2017

Anti-Mold Packing Instruction

1. In order to mitigate the risk of mold on footwear product, Bass has designated Micro-Pak as the approved vendor for mold prevention devices.

2. Bass has approved the use of the Micro-Pak Enhanced Packaging Sticker and Micro-Pak Sheets.

3. All factories are required to purchase the mold prevention stickers or sheets from Micro-Pak and their authorized distributors as they are the only approved vendor.

4. The use of substitute and counterfeit stickers or sheets is not allowed and is subject to charge backs. Use of silica gel packets or counterfeit Micro-Pak stickers within product packaging is not acceptable.

For G.H. Bass manufacturers, the following prices are offered. A comprehensive list of Instructions for Use for Micro-Pak® Enhanced Packaging Products is available on Micro-Pak website www.micropakltd.com or by contacting Micro-Pak Ltd. directly.

Micro-Pak® “Kraft” Enhanced Packaging Sticker Micro-Pak® Enhanced PE Sheet Actual Size: 2” (W) X 1” (H) Actual Size: 25cm X 25cm

Product Code: PD024 Product Code: PD003

Micro-Pak contacts information is as follows: Address: Micro-Pak USA 7421 SW Bridgeport Road, Suite 204, Tigard, OR 97224

Contacts:

Sal Cesario: [email protected] Victor Ceserani: [email protected]

Use of counterfeit Micro-Pak: $1,000 per violation + cost associated with mold issue

1. Moisture Control Measures for Merchandise

50

Effective: March 24, 2017

Global Authorized Distributors: http://www.micropakltd.com/distributors.php - this is a link to Micro-Pak Global Authorized distributors. You can look up sellers of Micro-Pak products in your area. Please compare pricing and transportation from your “local” distributors with sourcing products directly through their Hong Kong office.

Information for Micro-Pak® Enhanced Packaging Products is available from:

ASIA CONTACT (Head Office) EUROPE CONTACT USA CONTACT

Micro-Pak Ltd. Micro-Pak Europe BV Micro-Pak USA, Inc.

Suite 2504, Tower 6, The Gateway,

Meander 701,

7421 SW Bridgeport Road,

Harbour City, 9 Canton Road, 6825ME Arnhem, Suite 204, Tigard, OR 97224,

Tsim Sha Tsui, Kowloon, Hong Netherlands USA Kong

Tel: (31) 26-361 9718 Tel: (1) 503-747 5755

Tel: (852) 2956 2991 Fax: (31) 26-362 1728 Fax: (1) 503-747 5783

Fax: (852) 2956 0790 E-mail: Email: E-mail: [email protected] [email protected] [email protected]

Website: www.micropakltd.com Website: www.micropakltd.com Website: www.micropakltd.com

Micro-Pak Kraft Color Stickers

I. The requirement is that ONE (1) sticker is placed in each shoe box for footwear where the pattern is below the ankle and TWO (2) stickers on patterns that extend above the ankle.

II. The Micro-Pak stickers should be placed on the upper portion of the shoebox base so it is not buried by packaging

materials. Additional stickers may be considered in case of particularly high risk periods such as monsoon season or with factories that are known to have mold problems.

When using 2 stickers:

1) Regular box packing with two stickers. Put one sticker at each end of the box

2) Regular box packing with a finger hole at each end of the box (as for Bass). The two stickers should be

placed in the middle of the box base on opposite sides.

Micro-Pak PE Sheets

I. If packaging instructions require shoes to be packed in polybags then a Micro-Pak sheet should be used in lieu of the Kraft color sticker.

II. Each shoe should be individually poly-bagged and a Micro-Pak sheet should be placed inside the polybag, laid flat

over the shoe (no need to wrap the shoe in the sheet). Do not fold or crumple the sheet

III. A total of 2 Micro-Pak Sheets should be used for each pair (1 sheet per shoe/polybag).

2. Use of Micro-Pak Kraft Color Stickers & PE Sheets

51

Effective: March 24, 2017

I. Micro-Pak® Enhanced Packaging Stickers

Micro-Pak® Kraft Sticker (Product code: PD024) is designed for shoe box packing

Size Order Unit (Pieces) Roll Price

2” (W) x 1” (H) 2,000 pieces (1 roll) USD $70 / Roll

II. Micro-Pak® Enhanced PE Sheets Micro-Pak® PE Sheets (Product code: PD003) are used for polybag packed items

Size Order Unit (Pieces) Unit Price

25cm x 25cm 2,000 pieces (2 pouches @ 1,000 USD $70 / Unit

pcs/pouch)

The listed prices for Micro-Pak® Enhanced Packaging Products are available on Micro-Pak website www.micropakltd.com or by contacting Micro-Pak Ltd. directly.

Stock Availability

Micro-Pak – Hong Kong has product in stock at all times. Please place your order(s) ideally two weeks in advance to ensure sufficient time for order processing and delivery. Delivery

Micro-Pak can also offer prices including delivery in China and you may contact Micro-Pak Ltd. directly for further information. Ordering Factory orders placed with Micro-Pak must reference a G.H. Bass PO or reference number to receive price above.

Micro-Pak® Stickers and Sheets should be purchased directly from Micro-Pak or their authorized distributors ONLY. Additional information on Micro-Pak® is available at www.micropakltd.com. Direct all questions regarding Micro-Pak® products via email to [email protected].

Additional information on counterfeit protection as well as a list of the authorized distributors of Micro-Pak® products is available at www.micropakltd.com - Use of counterfeit Micro-Pak® products will result in penalties and chargeback

REMINDER:

Do not use silica gel packets, or any other brands of anti-mold products.

Do not acquire anti-mold copies such as Micrograde, or other counterfeit copies found on websites such as Alibaba.com. Such products infringe on valid patents, and are not supported by G.H. Bass & Co.

An important message is also appearing on the Micro-Pak® website regarding an unauthorized company selling counterfeit stickers.

Use of counterfeit Micro-Pak: $1,000 per violation + cost associated with mold issue

52

Effective: March 24, 2017

INSTRUCTIONS FOR USE:

I. Micro-Pak® Stickers

The stickers were designed for shoes that are packed in individual boxes with one or more stickers placed on the inside of the box base.

53

Effective: March 24, 2017

Micro-Pak® PE Sheets

The sheets were designed for items packed in polybags and items that have components made from genuine lambs

wool. The reasoning is that for polybag packed items often times the packing is tight and there is restricted air-flow

which would prevent our stickers form being fully effective. By using the sheet the release area will be much larger

50

54

Effective: March 24, 2017

55

Effective: March 24, 2017

Effective: March 24, 2017

Production Planning and Deliveries

Vendor is required to provide production delivery updates on a weekly basis to the Footwear Sourcing Group

using the Weekly Production Delivery Update document (Appendix13).

As new purchase orders (PO’s) are issued, the PO’s should be immediately added to the weekly delivery update report.

FCR (Forwarder’s Cargo Receipt) Date – FCR is the date by which the factory is obligated to hand over production to AMRG’s designated forwarder. FCR date is listed on the MCF and the purchase order. The FCR date is confirmed and finalized once the MCF has been signed by the vendor and returned to the buying team. A corresponding PO will be issued to vendor reflecting agreed FCR date.

It is the vendors obligation to proactively manage the development, commercialization and production process in

order to ensure the FCR date is met on each purchase order

In the event that purchase orders appear to be running late (past the FCR), it is the obligation of the vendor to immediately contact the Merchant and Sourcing Teams to discuss the issue and work towards resolving any late deliveries.

The vendor is required to notify the Merchant/Sourcing Team via email if an order will be delayed beyond FCR. This notification is to be sent as soon as the vendor is aware of a problem that will cause the shipment to be late.

The notification of delay must contain the following information:

Purchase Order Number SKU and Pattern Name Number of pairs involved Original FCR (as noted on the PO)

New FCR date

If cargo is not booked 21 days before the original consolidation date, AMRG retains the right to cancel the

purchase order or impose chargebacks.

Split Shipments

For any split shipments approved by the Merchant Team, vendor must provide the following information to Sourcing Associate so that affected PO’s can be revised. Please use split shipment form (Appendix 14).

Quantity/breakdown for each bulk or pre-pack that is splitting Mode of shipments for each batch – i.e. ocean or air The new FCR dates for each batch/group

57

Effective: March 24, 2017

Air Shipments

Air shipments can only be authorized by GMM of Footwear. Also, an Air Shipment Worksheet (Appendix 15) is required to estimate air freight cost. Payment terms must be indicated in the PO comment section.

Buyer sends to vendor to fill out Once complete vendor sends back to buyer for review Buyer forward form to Logistics for air and ocean cost estimate Once cost estimate is completed Logistics will send the form back to the buyer Buyer will reviews with GMM. GMM will review with SVP. If approval is granted, Buyer communicates to Sourcing group. Souring update PO(‘s)

Header notes need to be kept and note if sea/air, vendor to pay their part at origin, etc.

Notes: Vendor can air PPK or bulk PO’s PO’s should be aired to Brooklyn Park DC – if that is where the PO’s are written to.

58

Effective: March 24, 2017

General Carton Requirements

Cartons must be made from re-shippable and recyclable corrugated cardboard.

Accessory and Footwear cartons weighing more than 18.14 kg’s (40 lbs.) must have double wall construction and minimum burst strength of 102.06 kg’s (225 lbs.).

Accessory and Footwear cartons weighing less than 18.14 kg’s (40 lbs.) must have double wall construction and minimum burst strength of 79.38 kg’s (175 lbs.).

Garment cartons regardless of weight must have triple wall construction, and have a minimum burst strength of 124.74 kg’s (275 lbs.).

Carton Sizes and Weights:

Minimum Carton Size – 30.48 cm’s (12”) long, 22.86 cm’s (9”) wide and 12.70 cm’s (5”) high, 6 pounds

Maximum Carton Size – 101.6 cm’s (40’) long, 76.2 cm’s (30”) wide and 50.80 cm’s (20”) high, 45 pounds

Any carton sizes between the minimum and maximum carton sizes are acceptable.

Maximum weight for all cartons is 45 pounds

Carton sizes must be consistent for each PO – style.

Cartons cannot be more than 121.92 cm’s (48”) in length for belts only.

DO NOT place strapping around carton, use staples to close carton, secure carton with wire, or wrap carton in burlap or plastic.

How to find cubic inches. Measure the length, width and height of carton in inches. Multiply these numbers together. This is your total cubic size of the carton.

Measurements of half of inch or more, round up to the next full inch.

Ex. 30.48 x 30.48 x 12.7 = 11,798.69 cubic cm’s (12”x12”x5”= 720 cubic inches).

If cartons overall measurement is going to be outside of the minimum / maximum dimensions or weights listed above, please contact AM Retail Group, Inc – [email protected] for instruction.

59

Effective: March 24, 2017

Carton Marking Requirements

All cartons must be marked with the following:

Cartons must be marked with directional arrow indicating how carton is to be handled and loaded.

Quantity of SKUs in the carton (If pre-pack or inner-pack the total number of pre-pack/inner-pack must be marked and the total number of the individual SKUs included in the pre-pack/inner-pack unit must be marked).

FRONT & BACK SIDE LEFT AND RIGHT SIDE

AMRG DC #: VENDOR NAME:

AMRG PO #: QTY IN CARTON:

STYLE NAME – BASS – XXNAMEXX (BASS FOOTWEAR PO’S ONLY)

GROSS WEIGHT:

STYLE #: MEASUREMENT: X X

SKU #: CARTON # OF #

PPK/SIZE (IF APPLICABLE) COUNTRY OF ORIGIN:

VENDOR MUST ADD “PREPACK” ON CARTONS IF THEY ARE SHIPPING A PREPACK ORDER

FOR SHIPMENTS WITH BULK PACK OR FLAT TO HANG – VENDORS NEED GARMENTS TO BE PACKED BY SIZE AND COLOR

Depending on its contents, a carton may require more than one of the following markings:

If cartons contain inner-pack units they must be marked on the front & back of the carton: INNER-PACKS

Pre-pack items as identified by Buyer must be marked on the front & back of the carton: PRE-PACK

UCC128 LABELS MUST BE PLACED IN THE UPPER RIGHT HAND CORNER OF THE “LONG” SIDE OF THE CARTON

Left & Right Side

Front & Back Side

Prepack

PREPACK

60

Effective: March 24, 2017

Packing Slip Requirements One packing slip must be attached on the outside of # 1 leading carton for each purchase order. The packing

slip must be in a removable pouch, envelope, etc. The outside of the pouch, envelope, etc. must be clearly

marked with “Packing Slip Enclosed”.

All vendors need to include the following on their packing list:

Vendor name

Vendor address

Ship to name

Ship to address

AM Retail Group PO number

Product description

Total number of cartons shipped (not applicable for GOH shipments)

Quantity of units shipped per SKU

AM Retail Group SKU number

The first carton number for each SKU

The last carton number for each SKU

Quantity per carton

AM Retail Group style/color

Size

If pre-pack, use the pre-pack SKU, but show details of packed cartons.

61

Effective: March 24, 2017

Transportation and Routing General Delivery Information

All purchase orders are to be shipped complete. Incomplete or partial purchase orders will only be accepted with prior approval from the AM Retail Transportation Group.

Cartons must be packed and labeled according to the specifications included in this manual.

AM Retail Group will not pay any freight that is added to a merchandise invoice.

AM Retail Group will not pay any freight if a non-approved carrier is utilized to move product.

Domestic LDP (Landed Duty Paid) Shipment Routing Instructions Domestic Service Providers are assigned by AM Retail Group and are used to monitor and administer shipping requirements. Any use of service providers or carriers that are not authorized by AM Retail Group will result in a claim for all freight charges. Pick up requests for shipments purchased from a U.S. point when AM Retail Group pays for the transportation costs to our Distribution Centers MUST be submitted on-line through the Geodis Wilson TMS system. If any questions please email [email protected].

All shipments are scheduled by appointment only through AM Retail Groups nominated domestic provider – GEODIS WILSON LOGISTICS

Shipments must be consolidated and shipped no more than twice per calendar week from any one location/origin to AM Retail DC’s.

Freight shipped on the same day to the same destination from the same origin using the same carrier MUST move on one bill of lading.

Full Truckload/Ocean Containers via vendor must be scheduled through AM Retail Transportation. A full truckload or container will not be scheduled for delivery until it is available. AM Retail DC schedules all shipments out 2 to 4 days. AM Retail will not be responsible for container detention charges.

Vendors MUST route 7 business days in advance of PO ship date.

All product MUST be available to ship by the ship date stated on the purchase order and available for pick up through the purchase order cancel date.

PO EXCEPTIONS - If all vendor information does not match the AM Retail PO, NO routing will occur until it has been approved. AM Retail Transportation will send an email to the vendor stating the problem.

All shipments MUST be sorted by PO/STYLE/SKU.

All shipments of more than 16 cartons or greater than 250 pounds will be palletized by PO/Style with all labels facing outward, shrink wrapped, and each pallet identified as follows: 1of 6, 2 of 6 etc.

A packing slip MUST be attached and visible to the outside of the lead carton for each PO and the lead carton needs to be one of the top cartons on each pallet.

Shipments may be floor loaded (to cube trailer) only at the direction of AM Retail Group Transportation.

Changes to your Shipment Request after initial contact with AM Retail Group could delay the timelines of the pickup, resulting in late delivery. It is critical that the information provided on the Shipment Request is complete and accurate. Inaccurate information provided by the vendor could result in financial penalties.

62

Effective: March 24, 2017

Domestic DDP (Delivered Duty Paid) Shipment Routing Instructions

Any shipment of merchandise for which the freight is prepaid and the destination is an AM Retail DC will be considered Delivered Duty Paid (DDP). The vendor is responsible for the merchandise until delivery to one of AM Retail Group DC’s. DDP vendors may select their own transportation provider however a shipment approval is required.

Vendors MUST email the AM Retail Transportation Department 3-5 business days in advance of shipping at [email protected]. Vendors MUST use the Shipment Request form that can be found as an appendix within this document.

AM Retail Transportation will review the Shipment Request and provide a SHIPMENT # within 24 hours of the first business day, via email.

PO EXCEPTIONS - If all vendor information does not match the AM Retail PO, NO SHIPMENT # will be given. AM Retail Transportation will send an email to the vendor stating the problem. All corrections will need to be made prior to sending a revised Shipment Request. When AM Retail transportation has received required corrections a SHIPMENT # will be issued to the vendor.

Vendor MUST note the SHIPMENT # on all Bills of Lading and Pack Lists.

All shipments MUST be sorted by PO/STYLE/SKU.

All shipments of more than 16 cartons or greater than 250 pounds will be palletized by PO/Style with all labels facing outward, shrink wrapped, and each pallet identified as follows: 1of 6, 2 of 6 etc.

A packing slip MUST be attached and visible to the outside of the lead carton for each PO and the lead carton needs to be one of the top cartons on each pallet.

Shipments may be floor loaded (to cube trailer) only at the direction of AM Retail Group Transportation. Changes to your Shipment Request after initial contact with AM Retail Group could delay the timelines of the pickup, resulting in late delivery. It is critical that the information provided on the Shipment Request is complete and accurate. Inaccurate information provided by the vendor could result in financial penalties.

Domestic DDP (Delivered Duty Paid) Shipment Routing Instructions

Any shipment of merchandise for which the freight is prepaid and the destination is an AM Retail DC will be considered Delivered Duty Paid (DDP). The vendor is responsible for the merchandise until delivery to one of AM Retail Group DC’s. DDP vendors may select their own transportation provider however a shipment approval is required.

63

Effective: March 24, 2017

International F.O.B. (Free on Board) – Shipment Routing Instructions

Shipments are considered Free On Board (FOB) if consigned to AM Retail Group and AM Retail Group is the importer of record with U.S. Customs and Border Protection, obtaining possession of the merchandise at a named foreign port.

All origin charges are for the account of the vendor until the merchandise is loaded on the vessel or plane at the port of export.

OOCL Logistics (OOCL) is AM Retail Group’s nominated forwarder who handles all purchase order management and will be in direct contact with vendors/factories in order to make sure that all shipments are scheduled and delivered on time.

Purchase Order Booking Requirements All vendors MUST make their purchase order bookings with OOCL by utilizing the OOCL VendorPodium website https://vendorpodium.oocllogistics.com. Vendors may NOT book cargo directly with any ocean carrier.

Vendors MUST strictly adhere to AM Retail Group booking deadlines. Vendor’s adherence to booking deadlines is critical in order for OOCL to strategically plan the movement of AM Retail cargo.

All Purchase Orders must be booked at least 21 (twenty one) calendar days prior to the latest ship date on the purchase order.

Vendors will receive booking reminders from OOCL’s VendorPodium system 21, 14 and 7 days prior to the latest ship date. If vendors have not placed a booking 7 days prior to the latest ship date, OOCL will directly contact vendors for booking status of their purchase order.

Any booking placed less than 6 days prior to the latest ship date is considered to have a late booking. This could result in compliance charges from AMRG.

AM Retail Group has minimum container load requirements listed below for all Full Container Loads (FCL). A purchase order must meet these requirements in order to be approved to ship FCL by AMRG’s consolidator. If a vendor makes a booking for less than the minimum requirements for an FCL a request will be sent from the consolidator to AMRG for review and approval.

Origin

Equipment Size/Type

CY Minimum Utilization

ALL

20 DRY

22 cbm

ALL

40 DRY

52 cbm

ALL

40 HIGH

62 cbm

ALL

45 HIGH

70 cbm

64

Effective: March 24, 2017

Purchase Order Booking Procedure

Vendors will complete a booking request within the OOCL VendorPodium system 21 days prior to the latest ship date on the purchase order.

The VendorPodium system will require the vendor to complete and submit information at the time of booking. Please see the chart of information below:

Prepopulated Data by VendorPodium Completed by Vendor in VendorPodium

Shipper = PO Vendor / Consignee & Notify Party

Shipping Marks and Numbers; Cargo Descriptions

Place of Receipt HS Codes

Place of Delivery (Final Destination) Quantity, KGS, CBM down to Purchase Order and SKU level

Purchase Order Number Expected cargo delivery date (ex-factory date)

SKU Numbers Type of movement (CFS or CY) For CY – indicate number of containers, container type and size

OOCL origin offices will arrange the appropriate sailing schedule according to the ship window set by AMRG

If cargo is booked within AMRG’s pre-identified parameters, shipment will be arranged. If there are booking exceptions OOCL will notify AMRG and seek shipment approval.

Booking discrepancies may include, but are not limited to:

Missing PO or SKU

Early Shipment

Late Shipment

Quantity Discrepancy

Country of origin

Final Destination

Upon final completion of booking the OOCL origin office will email a carrier booking confirmation (for CY shipment) or OOCL booking confirmation or SO number (for CFS shipment) to the vendor.

If a vendor needs to cancel a booking they need to contact their local OOCL office at least 3 working days before CFS/CY cut-off. The vendor must provide a reason/explanation for the cancellation as it may result in compliance chargebacks.

If a vendor needs to make a change to their booking they will need to contact their local OOCL office at least 3 days in advance of the SI cutoff and 3 working days prior to the CFS cutoff.

North America Importer Security Filing (ISF 10+2) Procedures AM Retail Group is responsible for submitting ISF information to U.S. Customs. OOCL will be managing and sending this ISF information to U.S. Customs on AMRG’s behalf.

Vendors MUST complete and submit ISF form (see Appendix?) per the instructions listed on the form.

All information related to the ISF needs to be provided by the vendor a minimum of 72 hours prior to vessel departure to the consolidator’s origin office to meet U.S. Customs requirements.

65

Effective: March 24, 2017

Cargo Delivery Requirements/Procedures "Cargo Delivery" refers to the delivery of cargo by the vendor to either the port or the consolidator’s warehouse. All cargo movements in and out of the CFS warehouse or port must be monitored in order to keep track of all goods.

Vendors will be responsible for all Origin Charges. Any incurred expenses because cargo is delivered beyond normal Port or CFS Warehouse normal operating hours, with or without prior notice will be at the expense of the vendor.

Prior to delivering the goods to the warehouse or port, the vendor/factory must have made a booking with OOCL. At time of delivery, the vendor must have a Shipping Order (SO) number as reference when setting up an appointment and delivering the cargo to the warehouse or port.

Delivery Timing

CY (factory load) activity:

Vendors must provide shipping information to AMRG’s designated consolidator four (4) days prior to the latest ship date (LSD) on the purchase order.

Cargo must be delivered by the latest ship date of the purchase order to meet the Consolidator’s cargo cut- off date

CFS (consolidation) activity:

Vendors must submit the cargo and required shipping information to AMRG’s designated consolidator by the earliest ship date (ESD) on the purchase order, or earlier where necessary.

If the consolidator is closed for business on the earliest ship date (ESD) the cargo must be delivered on the next business day.

If a purchase order needs to be stored due to a purchase order exception. Storage charges will be invoiced either to the vendor or to AM Retail Group depending on the specific situation.

If AM Retail Group gives approval to the consolidator to accept cargo early, then AM Retail is liable for charges incurred.

If the vendor delivers early to the consolidator and AM Retail Group does not give approval, then the vendor will be held responsible for payment of storage charges.

CFS Cargo Receiving Requirements/Procedures All Vendors are required to provide copies of the OOCL booking confirmation form and present to the warehouse upon delivery.

Upon delivery/receipt of cargo from the vendor to the CFS facility, the following procedure applies:

All cargo must be sorted by PO, SKU and carton # when delivered to CFS warehouse by the vendor.

The CFS warehouse will verify the carton markings and quantities received from the vendor and compare it to the vendor booking for discrepancies.

Shipping cartons must be received in good condition (as per Bill of Lading/FCR definition) and approved by the CFS warehouse.

Shipping cartons delivered in poor condition (wet or broken) will be rejected by the warehouse.

If the damage is not to an extent that affects the goods inside the package, the warehouse staff will write a remark clause on the dock receipt. The warehouse staff will inform the consolidator, who will inform AMRG about the damage and ask for permission to ship.

Any damaged CFS cargo will be rejected by the facility. All damaged cargo will need to be fixed by the vendor and redelivered to the warehouse.

Upon acceptable delivery the warehouse will sign a dock receipt, which is to be utilized as a warehouse receipt by the vendor.

66

Effective: March 24, 2017

Container Pickup Procedures If the vendor has been approved to ship a CY container (Factory Load), then the vendor is responsible for the pick-up of the empty container from the carrier’s terminal. OOCL will provide any specific shipping information that is required for pick-up.

If the vendor is delivering the cargo to the CFS warehouse (CFS Load), then OOCL is responsible for the pick-up of the empty container from the carrier’s terminal.

Note: The booking must at all times be made through OOCL, i.e. the vendor must not book directly with the carrier.

Container Inspection Procedures All vendors must complete a 7-point container inspection of the ocean container prior to loading. The 7-point inspection

explanation is below:

Front Wall:

Ensure interior blocks are visible and not false and front wall is made of corrugated material

Use a chain or rope to measure the length of the container. A 40 ft container should measure 39’5” (12.01 meters)

Ensure ventilation holes are visible.

Use some type of tool to tap the walls to ensure there is no hollow sound.

Left Side/Right Side:

Look for unusual repairs to structural beams

Look for repairs to the walls that are visible on the inside and outside of the container

Use some type of tool to tap the walls to ensure there is no hollow sound.

67

Effective: March 24, 2017

Floor: Measure the height of the container. A 40ft container should measure 7’10” or 2.38 meters

Ensure that the floor of the container is flat and look for unusual repairs

Ceiling/Roof:

Look for false ceilings/roofs. The distance between the top of the corner block and the top of the roof should be slightly below or flush with the top of the corner blocks

Ensure the ventilation holes are visible.

Use a tool to tap the ceiling and roof to ensure there are no hollow sounds

Inside/Outside Doors:

Ensure the container has a secure and reliable locking mechanism

Observe the rivet type and color, they should not be different colors or have colored putty surrounding the rivets.

Use a tool to tap the doors to ensure there are no hollow sounds.

Outside/Undercarriage

Inspect the underneath of the containers visually or with a mirror to make sure that all support beams are visible and no foreign objects are attached to the container.

Use a tool to tap on the outside/undercarriage to ensure there are no hollow sounds.

Container Loading Requirements/Procedures

Garment on Hanger (GOH) Container Loading

Vendors are required to ship all garments as Garment on Hanger (GOH) unless the PO calls for pre-packs or flat packs. AM

Retail Group may also require vendor to flat pack GOH PO’s as requested by AM Retail Group Logistics to help maximize

cube utilization of containers. For CFS GOH shipments, vendors must deliver GOH cargo to the CFS warehouse by GOH

truck. GOH PO’s must not be delivered to the CFS warehouse as flat packed unless otherwise prior approved by AM Retail

Group.

Required loading pattern for all GOH shipments is as outlined below:

Load garments from right to left by PO/Style/Color/Size.

Within the PO/Style/Color/Size, start by loading the largest garment to smallest

(XXL to S).

Do not mix PO’s, Styles, Colors, and Sizes.

Before loading a container, loaders need to inspect bars and ropes to ensure physical integrity.

The hook part of the hanger, from size ring above, must be clear of foam, cardboard, paper or plastic. See below picture.

Inspect container. Please read Container Inspection section.

There must be an adequate amount of dehydrate agent (silica gel) in container.

68

Effective: March 24, 2017

Laying garments on the floor or hanging garments touching the floor of the container is prohibited.

DO NOT hang hangers backwards on the knots. Hanger hooks are to face the head of the container.

DO NOT tie, wire, or tape hangers together.

DO NOT tie, wire or tape hangers to the knots on the ropes.

No more than 5 garments per knot.

DO NOT use hooks.

Garments Per Bar Guideline:

DESCRIPTIONS PCS PER BAR IN GOH CONTAINERS

NORMAL JACKET (WITHOUT FILL OR Z/O) 165

Z/O OR FILLED JACKET 150

BIG/LONG SIZE (X AND T) JACKET 140

3/4 LONG JACKET 140

Z/O OR FILLED 3/4 LONG JACKET 130

Z/O OR FILLED X AND L 3/4 LONG JACKET 120

HEAVY WEIGHT MOTORCYCLE JACKET 140

LONG COAT 120

PANTS 350

SKIRT; SHORT PANTS 650

VEST 650

SHEARING; FAKE SHEARING/FUR JACKET 100

KIDS – REGULAR JACKETS 185

KIDS – Z/O OR FILLED JACKETS 165

KIDS – PILE LINED & FAKE SHEARING JACKETS 115

69

Effective: March 24, 2017

Flat Pack/Pre-Pack Container Loading All flat pack and pre-pack containers should be floor loaded by Purchase Order/SKU.

Purchase order and SKU integrity must be kept within the container

Co Loaded containers - If there is a co-load of flat back and pre-pack purchase orders, pre-pack MUST be loaded in the nose of the container.

Loading sequence

Left to Right

Bottom to Top

Carton markings must face the tail of the container (PO number and SKU)

All loads must be stabilized to prevent shifting in transit

Container Sealing Requirements (CY Loads Only) Loaded containers bound for the U.S. must be sealed with a high security seal. C-TPAT compliance requires the use and control of seals that meet or exceed the requirements of PAS ISO 17712 standards for high security seals. For full container loads, seals are provided by the ocean carrier. The vendor installs the seal on the container and the seal number must be recorded so that it can be ultimately verified at final destination.

The following outlines the process for container sealing for full container loads:

The vendor seals the container using the high security seal provided by the ocean carrier and records the seal number on the Packing List, which is retained by the vendor and forwarded to the consolidator.

The vendor arranges for the container to be moved to the port of origin.

The vendors’ driver receives a Dock Receipt (Mates Receipt) at the port of origin with the seal number recorded.

The vendor will then confirm the seal number with the consolidator.

Container Delivery Procedure If the vendor has been approved to ship a CY container (Factory Load), the vendor is responsible for delivering the container to the terminal prior to the CY cutoff as indicated on the carrier booking confirmation from OOCL. OOCL will provide any specific shipping information that is required for delivery.

If the vendor is delivering the cargo to the CFS warehouse (CFS Load), then OOCL is responsible for the delivery of the loaded container from the carrier’s terminal.

70

Effective: March 24, 2017

Document Management Requirements/Procedures “Document Management” refers to the timely and accurate collection and dispatch of documents required for customs clearance and freight release.

Document Collection Requirements/Procedures Vendors shall submit complete sets of sorted documents to OOCL. Please utilize the “Document Dispatch Table” below

for instructions.

Vendor must turn over documents at origin a maximum of 3 days after delivery to the CFS warehouse or port.

Vendors will be charged (see chargebacks section) for each container or shipment shipped to the United States without a complete set of documents. Including Fur, Textile and Free-Trade Agreement documents when required.

Vendor shall deliver export license / visas to freight forwarder origin in accordance with local rules and regulations. Failure to comply with regulations may result in shipment delays and/or additional charges.

Photocopying of vendor documents is the vendor responsible. Vendor is responsible for submitting all originals and photocopies to the consolidator.

DOCUMENT DISPATCH TABLE:

Document Name

Broker Client

O C O C

Commercial Invoice (CI)

1

1

Packing List (PL)

1

1

Country of Origin Declaration (COO)

1

1

Single Country Declaration (Apparel Only)

1

1

International Footwear Form (for footwear)

1

1

Special Customs Invoices (SCI) – as needed (i.e., CAFTA)

1

1

Inspection Certificate (IC) as needed, not mandatory)

1

1

Forwarders Cargo Receipt (FCR)

1

1

Seaway Bill of Lading (SWB)

1

1

Visa / Export License (VISA) – as applicable

1

1

O = Originals/C = Copies

71

Effective: March 24, 2017

Consignee and Notify Party Information

Type Party Contact Information Consignee Other Name:

Address:

Contact Person: Contact Phone:

AM Retail Group, Inc. 7401 Boone Avenue North Brooklyn, Park, MN 55428 Karl Karst 763-391-4986

Notify Other Name: Address:

Contact Person: Contact Person: Contact Phone:

Alba Wheels Up International 1 East Lincoln Avenue Valley Stream, NY 11580 Anne Foo Latoya Singleton 718-807-3111

Also Notify 1 Other Name: Address:

Contact Person: Contact Phone:

AM Retail Group, Inc. 7401 Boone Avenue North Brooklyn Park, MN 55428 Karl Karst 763-391-4986

Also Notify 2 Other Name: Address:

Contact Person: Contact Phone:

See Additional Grid Below

Notify Party 2 Worksheet

DC Short Name Channel Description Supplier Location Address Contact Phone #

709 DC709 BASS SEA BASS Global DC Global Transportation Services Seattle WA 18209 80th Ave S Ste A, Kent, WA 98032 Brandon Godfey 425-207-1502

710 DC710 AMRG SEA WLO Global DC Global Transportation Services Seattle WA 18209 80th Ave S Ste A, Kent, WA 98032 Brandon Godfey 425-207-1502

711 DC711 AMRG SEA CKP Global DC Global Transportation Services Seattle WA 18209 80th Ave S Ste A, Kent, WA 98032 Brandon Godfey 425-207-1502

713 DC713 AMRG SEA MALL Global DC Global Transportation Services Seattle WA 18209 80th Ave S Ste A, Kent, WA 98032 Brandon Godfey 425-207-1502

714 DC714 AMRG SEA ECOMM Global DC Global Transportation Services Seattle WA 18209 80th Ave S Ste A, Kent, WA 98032 Brandon Godfey 425-207-1502

721 DC721 BASS LA BASS DYNAMIC DC Dynamic Worldwide Los Angeles CA 6400 Valley View St, Buena Park, CA 90620 Allen Kurland 562-208-3433

722 DC722 AMRG LA WLO DYNAMIC DC Dynamic Worldwide Los Angeles CA 6400 Valley View St, Buena Park, CA 90620 Allen Kurland 562-208-3433

723 DC723 AMRG LA CKP DYNAMIC DC Dynamic Worldwide Los Angeles CA 6400 Valley View St, Buena Park, CA 90620 Allen Kurland 562-208-3433

725 DC725 AMRG LA MALL DYNAMIC DC Dynamic Worldwide Los Angeles CA 6400 Valley View St, Buena Park, CA 90620 Allen Kurland 562-208-3433

726 DC726 AMRG LA ECOMM DYNAMIC DC Dynamic Worldwide Los Angeles CA 6400 Valley View St, Buena Park, CA 90620 Allen Kurland 562-208-3433

740 DC740 BASS NJ BASS DYNAMIC DC Dynamic Worldwide North Bergen NJ 7373 Westside Ave, North Bergen, NJ 07047 Joe Stoia 201-522-3072

741 DC741 AMRG NJ WLO DYNAMIC DC Dynamic Worldwide North Bergen NJ 7373 Westside Ave, North Bergen, NJ 07047 Joe Stoia 201-522-3072

742 DC742 AMRG NJ CKP DYNAMIC DC Dynamic Worldwide North Bergen NJ 7373 Westside Ave, North Bergen, NJ 07047 Joe Stoia 201-522-3072

745 DC745 AMRG NJ MALL DYNAMIC DC Dynamic Worldwide North Bergen NJ 7373 Westside Ave, North Bergen, NJ 07047 Joe Stoia 201-522-3072

746 DC746 AMRG NJ ECOMM DYNAMIC DC Dynamic Worldwide North Bergen NJ 7373 Westside Ave, North Bergen, NJ 07047 Joe Stoia 201-522-3072

752 DC752 BASS NC BASS DYNAMIC DC Dynamic Worldwide High Point NC 1124 Elon Place, High Point, NC 27260 David Clements 336-669-5195

753 DC753 AMRG NC WLO DYNAMIC DC Dynamic Worldwide High Point NC 1124 Elon Place, High Point, NC 27260 David Clements 336-669-5195

754 DC754 AMRG NC CKP DYNAMIC DC Dynamic Worldwide High Point NC 1124 Elon Place, High Point, NC 27260 David Clements 336-669-5195

756 DC756 AMRG NC MALL DYNAMIC DC Dynamic Worldwide High Point NC 1124 Elon Place, High Point, NC 27260 David Clements 336-669-5195

757 DC757 AMRG NC ECOMM DYNAMIC DC Dynamic Worldwide High Point NC 1124 Elon Place, High Point, NC 27260 David Clements 336-669-5195

903 DC903 AMRG BP AMRG Outlet DC AM Retail Group Brooklyn Park MN 7401 Boone Avenue N, MN 55428 Joan Lindquist 763-391-4912

904 DC904 AMRG BP AMRG Ecommerce DC AM Retail Group Brooklyn Park MN 7401 Boone Avenue N, MN 55428 Joan Lindquist 763-391-4912

914 DC914 AMRG BPAMRG CKLEIN Performance AM Retail Group Brooklyn Park MN 7401 Boone Avenue N, MN 55428 Joan Lindquist 763-391-4912

926 DC926 AMRG BP AMRG Airport DC AM Retail Group Brooklyn Park MN 7401 Boone Avenue N, MN 55428 Joan Lindquist 763-391-4912

931 DC931 AMRG BP AMRG WL Mall DC AM Retail Group Brooklyn Park MN 7401 Boone Avenue N, MN 55428 Joan Lindquist 763-391-4912

947 DC 947 BASS BP AMRG BASS DC AM Retail Group Brooklyn Park MN 7401 Boone Avenue N, MN 55428 Joan Lindquist 763-391-4912

72

Effective: March 24, 2017

Document Collection/Verification Procedures/Requirements After the collection of documents from the vendor, the consolidator origin offices will in accordance with the "Document Dispatch Table" verify that vendor has:

Submitted all required documents; originals and photocopies

Correctly sorted the documents.

Validated that the export license / visa (if applicable) covers the weight, carton, piece count on the packing list and commercial invoice.

If a vendor does not comply with the document requirements in this section, the number of originals / copies, and/or completeness, then the consolidator will work on behalf of AMRG to ensure the requirements are completed. A Document Delay Notice (DDN) will be sent to the appropriate parties within AMRG and the Customs Broker to alert them of the non- compliance by the vendor.

Forwarders Cargo Receipt (FCR) The consolidator at origin will issue Forwarder’s Cargo Receipt (FCR) / House Bill of Lading (HBL) to the vendor only after vendor has:

Delivered all cargo

Submitted all required documents

Paid all origin charges.

73

Effective: March 24, 2017

International Air Freight Shipments Procedures/Requirements

If AM Retail Group is responsible for air transportation, the shipment will be considered as having FOB terms. The vendor will have responsibility for all origin and delivery charges.

For all AMRG air freight shipments: 1. Vendor / factory must use the nominated forwarder provided by AMRG. Vendors / factories are not allowed

to utilize their own air carrier. 2. The vendor must receive approval from AMRG Merchants in the form of e-mail, when the mode of

transportation changes from ocean to air. 3. The vendor must make a booking for all air freight shipments in OOCL’s VendorPodium system.

4. The vendor will receive an “Air Freight Worksheet” to complete in full from OOCL Logistics origin offices and will need to return via email to the OOCL Logistics origin offices, [email protected] and their AMRG merchant contact.

5. Vendor will complete and or respond to all requests through OOCL or directly to [email protected] for all air shipments.

6. AMRG will quote the shipment to find best price with our nominated air forwarders. 7. AMRG will then advise the vendor the forwarder details or FedEx courier account number for the shipment

via e-mail and / or OOCL’s VendorPodium system. If ocean air difference is approved, AMRG Transportation will advise Vendor/Factory amount to

create debit memo for. Debit Memo is to be sent to AMRG Transportation at [email protected]. AMRG

Transportation will then forward debit memo to Finance department for processing. 8. The vendor/factory will be responsible for all transportation costs all the way to AMRG DC (including

transportation from the port of destination to AMRG Door). The nominated air carrier will bill vendor directly for these transportation costs. Quotes are estimates based on current transportation and fuel pricing. Prices are subject to change.

The vendor must send all required documents listed below (which can be found in the Transportation & Routing section) to AMRG’s consolidator for all air shipments. The only exception would be FedEx International shipments. These documents would need to be turned over to FedEx with the air shipment.

1. Commercial Invoice 2. Packing List 3. GCOC 4. WADS 5. US Fish & Wildlife Services (If applicable) 6. Airway bill

74

Effective: March 24, 2017

Customs Compliance AM Retail Group, Inc. shall comply with all of the laws and regulations of the United States Customs Service and Fish &

Wildlife Service. AM Retail Group, Inc. is aware of the concepts of informed compliance, reasonable care, and shared

responsibility, and is committed to recognize and honor its obligations as a responsible and knowledgeable importer. In that

regard, AM Retail Group, Inc. shall implement policies and procedures to ensure that reasonable care is taken in the conduct

of its Customs business.

Vendors must clearly state and define import product. Vendors will indemnify AM Retail Group, Inc. against damages

incurred, when shipment enters U.S, and is found to be a hazardous material, misrepresentative material or product that

does not meet U.S. law or regulations.

Document Submission & Collection

Vendors shall submit complete sets of sorted documents to designated overseas consolidator (OOCL). Vendor MUST not ship documents to the Broker or AM Retail Group, Inc.

Vendors will submit all documents per freight forwarder request.

Vendor will turn over documents a maximum of 3 days prior for delivery to CFS or CY.

Vendors will be charged (see charge backs) for each container or shipment shipping that arrive in the United States without a complete set of documents. Including Fur and Textile documents when required.

Vendor shall deliver export license / visas to freight forwarder at origin in accordance with local rules and regulations. Failure to comply with such regulations may result in shipment delays and/or additional charges.

Vendor will deliver other documents or declarations as may be required for clearance by Customs or release by other government agency.

Photocopying of vendor documents is the vendor’s responsibility. The vendor is responsible for submitting all originals and photocopies to the overseas consolidator.

Product Description

Vendor shall listed complete description of products on documents.

Example: Wrong Description Ladies garment. This description is not acceptable.

Correct Description. Ladies leather car coat.

Country of Origin Marking

The Customs Laws of the United States require that with very limited exceptions, every imported article of foreign origin (or,

in certain instances, its container) “…Shall be marked in a conspicuous place as legibly, indelibly and permanently as the

nature of the article (or container) will permit as to indicate to the ultimate purchaser in the United States the English name of

the country of origin of the article.”

Customs generally recommends that the country of origin mark be incorporated into the article at the time of manufacture.

This way the mark will be a permanent part of the article itself and there is no fear that the mark will be removed. Examples

of ways in which the mark can be incorporated into the manufacture of the article are: stamping, etching, die sinking, glazed

and fired.

Paper labels are never a recommended method of marking country of origin since they can fall off. They may detach due to

weather, poor adhesives, or abuse. If they should ever fall off from a retail product, it is a requirement of law that they be

replaced prior to sale.

75

Effective: March 24, 2017

Country of Origin versus Country of Export

Country of origin is the country of manufacture, production, or growth of an article. For customs purpose, the country of origin

is the country that must be declared at the time of entry and marked on the merchandise. Country of export is the country

from which the product was shipped.

For example, if a jacket is sewn in Korea and then shipped out of Hong Kong, the country of origin would be labeled as Korea

and the country of export would be Hong Kong.

Fur/ Wildlife The US Fish & Wildlife Service (FWS) has jurisdiction over all wildlife imported into the United States. Vendors are

responsible for ensuring their products are in compliance with FWS regulations (50 CFR) and providing AM Retail Group, Inc.

with the information and documents necessary to import their products. See http://www.le.fws.gov for more information.

Wildlife means any wild animal or plant, whether alive or dead, including any wild mammal, bird, reptile, amphibian, fish,

mollusk (i.e. clam, snail, squid, octopus), crustacean (i.e. crab, lobster, crayfish), insect, sponges, corals, or other

invertebrate, whether or not bred, hatched, or born in captivity, and including any part, product (including manufactured

products and processed food products), egg, or offspring.

Endangered or threatened animals or plants as designated by Fish and Wildlife Services. The FWS must be

notified when these products are imported. The customs broker notifies FWS by completing the on-line version of FWS form

3-177 over an Internet site.

Farm raised are domesticated animals that have been raised in captivity or designated by Fish and Wildlife Services.

When selling a commodity subject to FWS approval to AM Retail Group, Inc., the vendor must provide the following

information regarding the species as part of the Item Setup physical description:

o Scientific name - This is a Latin name including genus and species (and sub-species, when applicable). o Common name o Farm raised or Wild o The country where the species originated. o Cost of material subject to FWS.

o Indicate if subject to CITES (endangered or threatened plant or animal)

Example: Item description-. Ladies car jacket with fur trim

o Scientific name – Lepus Timidus o Common name – Mountain Hare o Farm raised o China o Cost of trim: $1.75 per jacket.

o Not subject to CITES.

76

Effective: March 24, 2017

Fur Required Information on Product Labels

Vendors must comply with RULES

Arrangement of required information on label

The applicable parts of the information required with respect to the fur to appear on labels affixed to fur products shall be set out in the following sequence:

o That the fur product contains or is composed of natural, pointed, bleached, dyed, tip-dyed or otherwise

artificially colored fur, when such is the fact;

o That the fur product contains fur, which has been sheared, plucked, or letout, when such is the fact; o That the fur contained in the fur product originated in a particular country (when so used the name of the

country should be stated in the adjective form), when such is the fact; o The name or names (as set forth in the Fur Products Name Guide) of the animal or animals that

produced the fur; o That the fur product is composed in whole of backs or in whole or in substantial part of paws, tails,

bellies, sides, flanks, gills, ears, throats, heads, scrap pieces, or waste fur, when such is the fact;

o The name of the country of origin of any imported furs used in the fur product;

o Any other information required or permitted by the Act and regulations with respect to the fur.

Note: The information set out in paragraphs (a) (2) and (3) of this section and the term "backs" set out in paragraph (a)(5) of this section are not mandatory, but when and if used, shall be set out in the sequence noted.

That part of the required information with respect to the name or registered identification number of the manufacturer or

dealer may precede or follow the required information set out in paragraph (a) of this section.

Fur product-containing material other than fur

Where a fur product contains a material other than fur the content of which is required to be disclosed on labels under other statutes administered by the Commission, such information may be set out on the same side of the label and in immediate conjunction with the information required under this Act; as for example:

100% Wool Interlining -- 100% Recycled Wool Trim -- Dyed Muskrat Fur Origin: Canada or Body: 100% Cotton Lining: 100% Nylon Collar: Dyed Mouton Lamb Fur Origin: Argentina

Information which may be desirable or necessary to fully inform the purchaser of other material content of a fur product may be set out on the same side of the label as used for disclosing the information required under the Act and rules and regulations; as for example:

Body -- Leather Trim -- Dyed Mink

77

Effective: March 24, 2017

A.M. Retail Group Compliance

Over the years A.M. Retail Group has worked to build strong relationships with vendors. As AMRG business expands, it is

critical that we focus on operational efficiency. AMRG has established a variety of instructions in an effort to manage its

expenses and quality. Any shipments received which do not comply with these instructions will be assessed a financial

penalty for any incremental costs incurred (i.e., freight, labor, ticketing, etc.).

Penalty Assessment Any variance from the requirements listed in this vendor manual must have prior approval from the AMRG to avoid

assessment of a penalty. All Deductions will be taken from the invoice payment.

Violation Description Charge

Carton Dimensions outside min/max $250 Per PO

Carton sizes not consistent for each PO - style $250 Per PO

Cartons are not re-shippable $250 Per PO

Cartons not marked with required information $250 Per PO

Cartons strapped or banded $250 Per PO

Cutting ties, wires, tape, etc. from Hangers $1,000 Per PO

Incorrect or missing tickets $0.75 Per Unit

Cartons are not packed / shipped in right quantities per PO, per style, per sku. $500 Per PO

Pre-packs not packed as ordered $500 Per PO

Shipped as pre-pack, but order as bulk. $500 Per PO

Shipped in bulk, ordered as pre-pack. $500 Per PO

Shipments not sorted by PO/style

$1,000 Per

Container/Truck

Did not follow loading pattern for GOH $0.50 Per Unit

Mixed Container $1,000 Per Container

Container not interlined with plastic $250 Per Container

Short Poly Bag $0.75 Per Unit

Add/Replace Poly Bag $0.75 Per Unit

No Tissue Paper $0.50 Per Unit

More than one odd carton received per PO line.

$250 Per PO

Not approved hangers / no hangers - GOH $1.75 Per Unit

78

Effective: March 24, 2017

Not approved hangers / no hangers – Flat Pack $4.25 Per Unit

Incorrect / Missing Hanger Size $0.50 Per Hanger

Fur product not marked with required information on labels. $500 Per PO

Product not appropriately marked with Country of origin. $500 Per PO

Inaccurate, missing or illegible Routing Form, Pack list, GCOC/COC, BOL or other

documentation. Order confirmation not submitted 45 days prior to cancel date or inaccurate.

$250 Per Document

Incorrect carrier or Non-AMRG carrier used (Domestic Shipments)

$250 + Full Cost of Freight

Per Shipment

Shipments not shrink wrapped (Domestic Shipments) $200 Per shipment

Shipments of more than 14 cartons not palletized (Domestic Shipments) $200 Per shipment

Cargo not booked 14 days before original consol. date. (International Shipments) $200 Per day late

Factory load containers under AMRG’s min cbm's. 20'=25cbm's. 40'=52cbm's. 40'hq=

62cbm's. 45'=70cbm's (International Shipments)

$150 Per CBM

Miss cargo (cfs) or container (cy) delivery cut off set at origin (International Shipments) $200 Per Day

Spew $7.00 Per Unit

Mildew $8.00 Per Unit

Wrinkled, poor pressing (Outerwear Only) $2.90 Per Unit

Defective Hardware $1.50 Per Unit

Quality Inspection for GOH – 100% (Final Destination) $1.00 Per Unit

Quality Inspection for Flat Pack – 100% (Final Destination) $3.50 Per Unit

Failure to provide confirmation sample $1,000 Per Violation

Failure to Provide ALL production trials and approval prior to shipment leaving a factory $1,000 Per Violation

Use of counterfeit Micro-Pack $1,000 Per Violation +

Cost

Failure to use FTC Labels / Stamp $2.00 Per Pair

Insertions of Hangtags / Labels $0.50 Per Pair

Repairing Factory Defects All Repair Cost + Freight

DC Rework $20.00 Per Hour

79