Sears Marketplace Vendor Information Guide - Sears Marketplace Vendor Information Guide

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Sears Marketplace Vendor Information Guide - Sears Marketplace Vendor Information Guide
Sears Marketplace Vendor Information Guide

          Sears Marketplace
          Vendor Information
          Guide

          Marketplace team
          v.3.2

© 2015 Sears Brands, LLC                     1
Sears Marketplace Vendor Information Guide - Sears Marketplace Vendor Information Guide
Sears Marketplace Vendor Information Guide

Table of Contents
Table of Contents....................................................................................................................... 2

1.        About the Vendor Information Guide .............................................................................. 4

          1.1 Sears Marketplace Overview .................................................................................... 4

          1.2 Sears Marketplace Contacts/Acronyms .................................................................... 6

2. Seller Requirements............................................................................................................... 7

          2.1 Sears Marketplace Registration Requirements ......................................................... 8

          2.2 Sears Marketplace Merchandise Item Setup ............................................................ 9

          2.3. Order Management ................................................................................................12

3. Operational Requirements ....................................................................................................13

          3.1 Shipping and Packaging Requirements ...................................................................14

          3.2. Pack Slip ................................................................................................................14

          3.5 Returns & Cancellation ............................................................................................15

          3.6. Inventory Updates ..................................................................................................16

          3.7 Customer Service ....................................................................................................16

4 Food Safety Guidelines ........................................................... Error! Bookmark not defined.

4. Business Standards ..............................................................................................................18

          4.1.1 Legal ....................................................................................................................18

          4.1.a Seller Agreements & Certifications .......................................................................18

          4.1.b       Safety, Health & Quality Product Recalls ..........................................................20

          4.1.e        Confidentiality..................................................................................................21

          4.1.f       Banned/Restricted Countries & Parties ............................................................21

          4.1.g Environmental Compliance ..................................................................................21

© 2015 Sears Brands, LLC                                                                                                             2
Sears Marketplace Vendor Information Guide

          4.2      Insurance .............................................................................................................22

          4.2.a       Product Liability Insurance Limits .....................................................................24

5. Seller Compliance .................................................................................................................30

          5.1 Purchase Order Fulfillment Errors............................................................................31

          5.2 Shipping Requirements ...........................................................................................33

Appendix A – Sample Pack Slip ................................................................................................36

Appendix B – Sample Box Label ...............................................................................................38

© 2015 Sears Brands, LLC                                                                                                             3
Sears Marketplace Vendor Information Guide

 1. About the Vendor Information Guide
 The Sears Marketplace Vendor Information Guide is the primary source of information on Sears Holdings
 Management Corporation (“SHMC”) and its affiliates’ requirements for all Marketplace vendors that ship
 direct-to-customer.
 The information in this Guide includes the service levels that all vendors must maintain. Vendor service
 levels will be monitored and measured by SHMC. If a vendor falls below expectations set herein, the
 vendor may incur charges to help offset lost sales and additional operating expenses resulting from
 unsatisfactory service.
 Please be sure to review the Vendor Information Guide through your Seller Portal to ensure that you are
 reviewing the most recent version.

The Sears Marketplace Vendor Information Guide contains confidential information and is, and shall
remain, the property of Sears Holdings. This Guide may be modified as needed at the sole discretion of
Sears Holdings. By accepting this Guide, you agree that you will not distribute any information contained
in this Guide to any third-party without Sears Holdings prior written permission.

1.1 Sears Marketplace Overview
Sears Marketplace is an innovative e-commerce community that allows you (“Seller”) to advertise or sell
your products (“Merchandise”) on websites (“Sears Website”) that are managed and operated by Sears
Holdings Management Corporation, on behalf of itself and its affiliates, (collectively “Sears”) to consumers
visiting the Sears Websites (“Customers”). Sears Marketplace will open your business to millions of
Customers. With four Sears Marketplace program options (“Programs”) available for you to choose from,
it is easy to find a Program that is the right fit for your business. The Programs that are currently available
for you to enroll in are as follows:

See a comparison chart of the programs here

    1. Advertise on Sears Marketplace (“Cost Per Click” or “CPC”) – Advertise on Sears is a based on
       an efficient, economical business model. With CPC, you're only charged a fee when a customer
       clicks through to your site. There are no monthly fees and customers check out from your site
       and you fulfill the order. To see how to obtain the rates for CPC, click here. No additional
       monthly fees are assessed to your account, Customers check out through your website, and you
       fulfill the Customer’s order.

    2. Sell on Sears (also called Fulfilled by Merchant (“FBM”)) – The FBM Program provides Seller with
       the opportunity to post Product Listings and sell Merchandise to Customers through the Sears
       Website. All Customer order requests for your Merchandise are processed by Sears through the
       Sears Website and a system generated document outlining the details of the Customer order
       request (“Purchase Order”) is sent to you to fulfill and deliver the Merchandise sold to a
       Customer.

        This program allows your items to show up as products on sears.com and be purchased through
        our secure checkout process - including our fraud protection services. Once a customer buys one
        of your items, we’ll alert you and you will complete the order through your distribution methods.

© 2015 Sears Brands, LLC                                                                                 4
Sears Marketplace Vendor Information Guide

        After the transaction is complete you’ll invoice Sears and we’ll compensate you via direct deposit
        into a bank account. This program has a monthly fee of $39.99 and we take a commission based
        on the product sold. You can view the “Sell On Sears” rate card here.

        Monthly Fee

        A monthly fee of $39.99 will be assessed at the beginning of each pay period allowing you to
        receive unlimited orders for that month and granting you access to all our seller support
        resources. This also covers hosting and maintenance costs associated with your account.

    3. Sell through Sears (also called Fulfilled by Sears (“FBS’)) - You ship the products you want to sell
       on sears.com to one of our warehouses. Once it arrives, we inventory it, store it, and fulfill any
       orders via our distribution system. We will pay you (minus a commission fee) via a direct deposit
       into a bank account. There are storage fees, and a monthly subscription fee associated with this
       program.

        Sell through Sears Marketplace (‘Fulfilled by Sears or FBS’) - The FBS Program provides Seller
        with the option of warehousing Merchandise at a Sears’ designated Fulfillment Hub, and for
        Sears to process and fulfill a Customer’s order requests for Merchandise sold through the Sears
        Website and handle Customer fulfillment issues in connection with the sale of Merchandise.

        You ship the products you want to sell on sears.com to one of our warehouses. Once it arrives,
        we inventory it, store it, and fulfill any orders via our distribution system. We will pay you (minus a
        commission fee) via a direct deposit into a bank account. There is a monthly fee of $39.99 and
        storage fees start at $0.45/cu. ft. View the commission and storage rate cards below for more
        information.

        Monthly Fee

        A monthly fee of $39.99 will be assessed at the beginning of each pay period allowing you to
        receive unlimited orders for that month and granting you access to all our seller support
        resources as well as the hosting and maintenance costs associated with your account.

        Pick and Pack Fee

        Every time an order ships, a Pick & Pack fee applies based on the quantity of each specific item
        in an order. This is subtracted along with the commission to give you your Total Net Order Value.

        Storage Fee (FBS/Multi-channel only)

        This is calculated weekly based on the total cubic volume used by your inventory. At the end of
        your billing period, the average space of the past 4 weeks will be calculated and multiplied by a
        peak factor, resulting in that period’s storage fee. This amount will be charged to your credit card
        on file.

        Peak Factor

© 2015 Sears Brands, LLC                                                                                  5
Sears Marketplace Vendor Information Guide

        Sears may assign a peak factor to every month of the year. For example, '1' (the lowest peak
        factor that can be assigned) means off-peak season, while a higher value means peak season. At
        the end of the monthly billing period, the monthly storage fee is multiplied by the billing month's
        peak factor, giving you that period's storage fee.

        Slow Mover Fee

        At the end of the monthly billing period, if you have items that haven't been ordered in more than
        6 months, they will be flagged as "slow movers". These items may then be assessed a slow
        mover fee that is based on the quantity and duration of inactivity of the item. This fee will be
        charged to your credit card on file. You will be notified prior to any fees being applied.

1.2 Sears Marketplace Contacts/Acronyms
The contact information for Sears Holdings with regards to the Marketplace program are below:
      Account Payable: APhelp@searshc.com
      Electronic Funds Transfer: A/PEFTProcess@searshc.com
      Customer Care Network: MarketPlaceescalations@searshomeservices.com
      General Seller Inquiries: view http://searsmarketplace.force.com/contactus
      Fraud Prevention: searshc_verification@searshc.com

Please see below for a list of commonly used acronyms throughout this Vendor Information Guide
(VIG) and the Sears Marketplace program:

  Acronym/Term                                            Definition
       ASN           Advanced Ship Notice - common term used in reference to the EDI 856 Ship
                     Notice/Manifest transaction.
  Dart Warehouse     Facility used for stocking merchandise for Sell through Sears accounts.
        EFT          Electronic Funds Transfer - transfer of funds from a payer’s bank to a payee’s
                     bank via electronic communication
        LTL          Less-than-Truckload - shipment less than a full truckload quantity or full visible
                     capacity
        PID          Product ID - U.P.C. catalog product ID assigned for Sears.com products
        PO           Purchase Order - transaction delivered to the vendor containing information about
                     the item(s) purchased and the customer
        RGI          Return Goods Invoice - debit advice used for merchandise returns to vendor
      RMA/RA         Returned Merchandise Authorization/Return Authorization - number assigned to a
                     product return transaction. Used as the document reference number in the
                     Credit/Debit Advice transaction (EDI 812).
       SHC           Sears Holdings Corporation - a publicly traded corporation (Nasdaq: SHLD)
      SHMC           Sears Holdings Management Corporation - manages the general and
                     administrative duties of Sears Holdings Corporation

© 2015 Sears Brands, LLC                                                                              6
Sears Marketplace Vendor Information Guide

        SOPT            Source Order Processing Time - number of days a vendor requires to process a
                        purchase order from order receipt to ship date
        U.P.C.          Universal Product Code - bar code structure used for product identification
         UPS            United Parcel Service - private company specializing in the movement of small
                        packages
        USPS            United States Postal Service
         VIG            Sears Marketplace Vendor Information Guide - primary source of information on
                        Sears Holdings Management Corporation (“SHMC”) and its affiliates’ requirements
                        for all Marketplace vendors that ship direct-to-customer.

2. Seller Requirements
Seller must have a computer and access to the internet in order to participate in any Sears Marketplace
Program. All Sears Marketplace Program enrollees will use the Seller Portal functionality to allow sellers
to accomplish registration, item set up, inventory management, and order management (except for AOS
sellers).

The connection through the Seller Portal will facilitate receipt of purchase orders, communication of
shipment confirmation, invoicing, return and/or cancellation of line items, and maintenance of inventory
records.
Seller Portal offers the following connection options:
        Web browser interface
        Integrated via XML feeds
        Hybrid (mix of integrated and web browser transactions)

Vendors must be capable of receiving and/or transmitting the following transactions. Users of the Seller
Portal web browser application will complete these transactions directly through the web application.
Vendors establishing an integrated connection to the Seller Portal via XML may opt to fulfill some of the
following required transactions through the use of the Seller Portal web portal.
        Purchase Order
        Shipment Notification
        Cancellation
        Invoice
        Return Notification

        Inventory File

In an effort to make new products quickly available for sale, Sears Holdings strongly encourages all new
vendors who elect to establish an integrated connection to start out by utilizing the Seller Portal web

© 2015 Sears Brands, LLC                                                                              7
Sears Marketplace Vendor Information Guide

browser solution. This will facilitate a quicker item set-up process and enable the vendor to begin
receiving orders while continuing to work on the integrated connection.
The seller must provide committed customer service contacts that will provide real-time support for
inquiries from SHMC and customers on purchase order, product, and inventory related questions.

2.1 Sears Marketplace Registration Requirements
For enrollment in Sears Marketplace, Seller is required to setup up an account in the Seller Portal in order
for Seller to be eligible to sell Merchandise on Sears Marketplace. The Seller Portal is the system that
allows Seller to monitor, control and initiate the posting of Product Listings, management of Merchandise
inventory and facilitate the promotion and sale of Merchandise to Customers through the Sears Website.

Seller must authenticate creation of Seller’s account and use the Seller Portal to:

    1. Enter Seller’s business information;

    2. Enter Seller’s billing information;

    3. Enter Seller’s logistics information including shipping location, and return information; and

    4. Enter Seller’s business’ customer service information.

Seller must accept the Sears Marketplace Agreement and enroll into a Program. Seller representative
that accepts the terms of the Sears Marketplace Agreement and enrolls Seller into a Program during the
registration process shall be considered by the Seller Portal administrator as the account owner for
Seller’s Sears Marketplace account (“Program Manager”).

Program Manager is responsible for providing Sears with the following information: (i) company
information; (ii) Seller’s bank account information; (iii) Seller’s credit card account information; (iv) Seller’s,
store setup information; and (v) any other information that Sears reasonably requires from Seller. Unless
otherwise identified by Seller and approved by the Seller Portal administrator, the Program Manager is
the only Seller employee who has access to and the ability to edit Seller’s Sears Marketplace account
settings.

Once the Sears Marketplace account is setup, Seller will have full access to the Sears Marketplace
system features that include but are not limited to the following functionalities:

    1.   Uploading their catalog;
    2.   Managing your daily budget - (CPC);
    3.   Managing their inventory - (FBM or FBS);
    4.   Generating reports; and
    5.   Setting up automatic payments.

The Program Manager may also add and identify to Sears secondary account users.

© 2015 Sears Brands, LLC                                                                                     8
Sears Marketplace Vendor Information Guide

If you have any questions or need assistance, contact us at seller_support@searshc.com.

2.2 Sears Marketplace Merchandise Item Setup
Seller may use the Seller Portal to upload product images and associated content for those products
(“Product Listings”) that Seller desires to sell to Customers on the Sears Website.

2.2.1 Cost Per Click

Before your products will appear on the site, you'll need to download the Sears Tag Library and then
complete and upload a template containing information about your catalog.

     Login to Seller Portal > Products > Product Mgmt > Bulk

Once the template is complete, you can upload it in the Products section of your account. After successful
upload, your products will appear on the Sears Website.

You’ll be notified via email when your catalog has been processed and if it contains any errors. If so,
you’ll need to correct the errors found in the upload spreadsheet and re-upload the template again.

On the Inventory page, you can update the quantity of your items. Download the template from that page,
complete the required fields and upload it. Your inventory should update within 24 to 48 hours of the
upload. If you need to add, delete or edit an item, you can do so on the sub-category specific templates
for Upload Catalog.

2.2.2 Fulfilled by Merchant

While uploading Product Listings onto the Sears Website through the Seller Portal, the following options
are available to Seller:

        1.   Creating individual Product Listings through a user interface functionality

             Login to Seller Portal > Products > Product Mgmt>Create

        2.   Managing bulk Product Listings through spreadsheets

             Login to Seller Portal > Products > Product Mgmt > Bulk

                         Before your products will appear on the site, you'll need to download the Sears
                         Tag Library and then complete and upload a template containing information
                         about your catalog.

                 Once the template is complete, you can upload it on the same page. After successful
                 upload, your products will appear on the website.

                 You’ll be notified via email when your catalog has been processed and if it contains any
                 errors. If so, you’ll need to correct the errors found in the upload spreadsheet and re-
                 upload the template again.

© 2015 Sears Brands, LLC                                                                                  9
Sears Marketplace Vendor Information Guide

        3.   Managing bulk Product Listings through an application programming interface (“API”) –
             Software interfaces that can enable interaction between Seller’s website and the Sears
             Website.

Merchandise shall not be eligible for purchases through a specific store on the Sears Website until the
Seller Portal administrator has approved Seller’s store location. All Product Listings must conform to any
Seller Specifications contained in this Sears Marketplace Vendor Information Guide (“VIG or that Sears
posts and makes available to Seller on the Seller Portal.

2.2.2.1 Taxonomy Changes

Sears reserves the right to update seller/merchant item listings details when (a) changes to taxonomy
occur (item class, attribute, or attribute value changes) and Sears is able to determine that updating item
data will not alter the fundamental nature of the item; and (b) if Sears determines the item has been
incorrectly classified.

2.2.3 Fulfilled by Sears

Before your products will appear on the site, you'll need to do two things: upload your catalog into the
system and send your inventory to our warehouse.

1. Uploading your catalog

First, go to the Upload Items page under Products. Once you’re there, download sub-category specific
templates for your items, complete the required fields, and upload them to your account.

Login to Seller Portal > Products >Product Mgmt > Bulk

Once your items are published, they will appear in your Inventory Dashboard.

2. Creating an Order

From your Inventory Dashboard (Login to Seller Portal > Inventory) you can search your inventory by
Vertical, Category, or Sub-category. Once you’ve selected the items to add to an order, click Create New
Shipment. You can also add items to an existing shipment that you have not yet sent to our warehouse.

When creating a new shipment, you’ll need to enter the shipment details and item quantities, print a bill of
lading, pack it with your shipment, and send it to our warehouse.

Once it is received and processed at the warehouse, your inventory will appear on the site and will be
available for purchase.

2.2.3.1 Taxonomy Changes

Sears reserves the right to update seller/merchant item listings details when changes to taxonomy occur
(item class, attribute, or attribute value changes) and Sears is able to determine that updating item data
will not alter the fundamental nature of the item.

2.2.4 Prohibited Merchandise

© 2015 Sears Brands, LLC                                                                               10
Sears Marketplace Vendor Information Guide

The following items are not eligible for sales in the Sell through Sears program:

       Liquids (alcohol, motor oil, shampoo)
       Aerosols
       HazMat; (Automotive Batteries, etc.)
       Weapons/Firearms/Ammunition
       Tobacco Products
       Pesticides
       Foodstuff’s/Consumables/Perishable goods
       Live plants or animals
       Used items (clothing, etc.)
       Drugs

*Please check the list of Prohibited Merchandise items in the Terms of Use located on the Seller Portal or
within your Sears Marketplace Agreement for any additional Merchandise items and categories not listed
above.

Category        Details

Limitations/    Both the Seller Portal and the Marketplace Program Agreement include a list of
Rules           prohibited merchandise which cannot be sold on the website, as follows:
                “The listings must not… display nudity, models wearing see-through clothing,
                sexually explicit content; contain any obscenities, or content that advocates
                racial, religious or social intolerance, or hatred.”

                The prohibited merchandise list (which is part of the Terms of Use of all
                Marketplace programs) bans:
                - pornography in any form of media;
                - sexual aids or toys, or other adult novelty products.
Sanctions       The marketplace terms of use state that we may revise them from time to time,
                and Sellers must adhere to the current terms as posted;

                Section II (A) of the agreement (“Seller Responsibilities”) states that we could
                take down or censor any product listings which are in violation of the restrictions;

                Additionally, the terms of use give us the right to take down any listing for any
                reason:

                  ”Seller agrees to conduct the sales of Merchandise in its product listings in
                  accordance with this Agreement, and acknowledges that Seller’s failure to
                  fulfill these obligations may subject Seller to penalties and legal

© 2015 Sears Brands, LLC                                                                             11
Sears Marketplace Vendor Information Guide

                   liability. Sears retains the right to take down, or censor any product listings
                   that in its sole discretion violate any restrictions, or any of Seller’s obligations
                   defined herein, at any time, without prior notice to Seller

2.3. Order Management
2.3.1 Cost Per Click

This section does not apply to CPC

2.3.2 Fulfilled by Merchant .

The FBM Program requires that the Customer order request fulfillment process be performed by the
Seller. In order to effectively manage the Customer order request fulfillment process, it is important for
Seller to constantly monitor the orders in the Seller Portal and fulfill such orders in accordance with the
service level standards (“SLAs”) set forth in this VIG or as may be posted on the Seller Portal. The Seller
Portal has an order management dashboard (“Orders Dashboard”) available to Seller. The Orders
Dashboard is the method that Seller can support orders that are shipped from the Seller to a Customer.

Sellers are expected to process orders for shipping Monday through Friday (excluding national holidays).
If a seller is not able to ship on a given day, appropriate actions should be taken to remove the items from
the site so as to prevent orders from coming in at those times.

Seller is required to login into the Seller Portal and click on the tab labeled “Orders” to access all open
orders.

The Program Manager will have the ability to register only one warehouse location for return
Merchandise items through Seller’s Sears Marketplace account.

The Orders Dashboard provides Seller with an overview of all Merchandise purchases made by
Customers through the Sears Websites, including but not limited to alerts and organizational options.
Newer order requests will appear first on the Orders Dashboard. Seller may view each order’s details by
clicking on the Purchase Order number issued to Seller by Sears through the Seller Portal. Sears
reserves the right to re-use Purchase Order numbers over the course of time. A seller that requires a
unique number will need to use a combination of the date and purchase number. Purchase numbers are
not duplicated within the same day.

The Orders Dashboard gives you an overview of your sales including alerts and organizational options.
All orders that still require action on your part will be displayed as Active Orders. Shortly after an order
has been invoiced, it will move to Older Orders. By clicking on an order’s P.O. number, you’ll be taken to
that order’s detail page. This is one of the most important tools you have at your disposal.

© 2015 Sears Brands, LLC                                                                                  12
Sears Marketplace Vendor Information Guide

From the order details page, you'll conduct every action in regards to a particular order. First, simply
select the line items in the left column to interact with the order (if there are multiple items) and enter the
quantity that is shipping. If there are multiple quantities orders and all are shipping make sure they are
reflected under ‘Qty. In Package”. After that, select the quantity of the item(s) you'll be interacting with and
then choose an action from the right column. Enter the ship date. It will default to the current date, but if it
shipped a previous day, you can click the calendar next to the date field to change the date. Select the
carrier you used from the ‘Shipping Carrier’ drop-down. Sellers need to enter the valid Tracking number in
the tracking number field and choose the correct shipping carrier to ‘Generate ASN’.

Then, seller is required to print the pack slip, place the pack slip on the package and ship through the
common carrier for delivery to the Customer. Seller may reject or cancel any Customer orders received
through the Seller Portal. Sears Marketplace also does not support backorders, therefore any order that
cannot be fulfilled by the expected ship date should be cancelled. After an order is overdue by 30 days
(meaning 30 days have passed since the Expected Ship Date), it will be auto-cancelled. In this case the
customer will be refunded in full and the seller will not be paid for the order.

Order notifications will be communicated to Seller through email or the Seller Portal.

Seller is required to notify Sears through the Seller Portal of all Customer returns for Merchandise, so that
Sears can refund the monies paid on the returned Merchandise to the Customer.

Orders that are more than 30 days old will be moved to Older Orders (Login to Seller Portal > Orders >
Older orders)

2.3.3 Fulfilled by Sears

The Orders Dashboard gives you an overview of your sales including alerts and organizational options.
Newer order will appear first. You can view each order's details by clicking on the P.O number. There is
no action required on your part to complete the order. Customer Orders that have been already fulfilled
by Seller and are more than 30 days old will be moved to Older Orders.

     3. Operational Requirements
Fulfillment

Once Seller receives an order Seller will need to:

       Orders being Shipped - (FBM)
           o Select which Merchandise items in the order will go in a particular package
           o Print and insert a packing slip for that package (repeat as necessary for multiple
               packages)
           o Ensure correct label is on the correct package

Ship the package and enter the shipping information - (requirement for FBM Program participants)

                Additionally, Seller needs to generate an invoice if the auto-invoicing feature is not turned
                 on

© 2015 Sears Brands, LLC                                                                                  13
Sears Marketplace Vendor Information Guide

3.1 Shipping and Packaging Requirements
3.1.1 Fulfilled by Merchant

You have the option of entering you own shipping rates or using the ones provided by Sears. If you use
your own, just set a weight range and enter your shipping rates for each method in each weight range.
You can't leave any rate fields blank. Custom rates need to be processed in our system, so they might not
take effect instantly upon submission.

Mailable Merchandise items have a weight cap of 150 lbs. and you can set your own limit for non-
mailable items. You also have the option to set the max length of a mailable item. Any Merchandise over
your max length will be considered non-mailable and use that rate table.

You can customize the following shipping rates:

       Mailable - Ground, Expedited, Premium
       Non-Maliable - Ground and Premium
       Alaska/Hawaii Surcharge - Expedited and Premium

NOTE: While Sears uses the terms Ground, Expedited, and Premium, your carrier might have different
names for these shipping methods. Please use your best judgment to align your shipping methods into
these three categories.

If the total order weight exceeds the maximum mailable shipping weight you enter, the maximum shipping
rate will be applied and the remaining difference will be charged $0.36/lb

The same applies to non-mailable orders, except the charge for the remaining difference is $0.33/lb.

Example: You are shipping a mailable order via Ground that weighs 250 lbs. Using Sears’ shipping rates,
the shipping is calculated as follows:

(150 lbs @ $64.95) + (100 lbs at $0.36/lb) =

$64.95 + $36.00 =

$100.95 total shipping cost

3.2. Pack Slip
The packing slip is a document that describes the contents of a package that is shipped by Seller to a
Customer (“Packaging Slip”). A Customer is required to provide the Packaging Slip when returning
Merchandise to Seller’s store in accordance with the Seller Return Policy.

Packaging Slips are issued to the Seller through the Seller Portal; and Seller is required to insert a
Packaging Slip on all packages made available for shipping by a common carrier. Seller may generate
two Packaging Slips so that Seller may use one of the Packaging Slips to obtain signature from a
Customer or the Consolidator as Seller’s proof of that Merchandise has been delivered.

The packing slip MUST contain the following information if the Seller Portal generated one is not used:

© 2015 Sears Brands, LLC                                                                               14
Sears Marketplace Vendor Information Guide

       Business Name

       Date of PO

       Carrier and Tracking Information

       Shipping Address

       Item Details on the PO with quantity

       Contact for customer inquiries (both email and phone)

       Seller Return Policy

       Instructions on returns, including clear returns address

See Appendix A below for a sample Packaging Slip.

Invoicing

If Seller is setup for manual invoicing, Seller will have the ability to issue an invoice for shipped orders (all
line items must be shipped, partially shipped or cancelled). If Seller is configured for auto-invoicing,
invoice will be generated by system after ASN is generated.

3.5 Returns & Cancellation
Fulfilled by Merchant Program – Returns & Cancellations

Customer returns on Merchandise purchased through the Sears Website will be sent to the address that
Seller provided during the Sears Marketplace account setup process in accordance with the Seller Return
Policy provided by Seller to the Customer in the packaging. Once Seller processes a returned
Merchandise item and Sears refunds the monies paid by the Customer for the Merchandise.

Seller must accept returns and process refunds in the following situations, and must refund full amounts
(including shipping).

       Item is damaged upon arrival to the customer

       Item is defective

       Incorrect item was shipped

    Returns for the above reasons will be full refunds (no partial refunds, not restocking fees, etc.. Return
    shipping may not be charged to the customer and is the responsibility of the seller.

Fulfilled By Sears Program – Returns & Cancellations

© 2015 Sears Brands, LLC                                                                                   15
Sears Marketplace Vendor Information Guide

Customer returns on Merchandise will be sent to the Fulfillment Hub where the Merchandise was
originally shipped and delivered to the Customer.

3.6. Inventory Updates
3.6.1 Cost Per Click

This section is not applicable for CPC.

3.6.2 Fulfilled by Merchant

On the Inventory page (Login to Seller Portal > Inventory> Upload Bulk Inventory) you can update the
quantity of your items. Download the template from that page, complete the required fields and upload it.
Your inventory will update within 36 to 48 hours of the upload. If you need to add, delete or edit an item,
you can do so on the sub-category specific templates for Upload Catalog.

3.6.3 Fulfilled by Sears

On the Inventory page (Login to Seller Portal > Inventory), you can update the quantity of your items by
creating a new shipment or duplicating an older one. Just update any shipping information or item
quantities and ship it to our warehouse. Once your inventory page notification is received and processed
by Sears, your updated inventory will appear on the Sears Website.

Note: Each shipment must have a unique name. If you don’t provide one, a unique name will be
generated by the system.

3.7 Customer Service
Seller is responsible for providing a customer service phone number and email address for use by the
Customer. Sears will provide this information to Customer if contacted. Questions / complaints received
by Sears from a Customer regarding an order or product related to a specific Seller will be directed to the
Seller for resolution.

Customer issues escalated to Sears where resolution by the Seller was inadequate or unsatisfactory to
Customer will be resolved by Sears. Any charges associated with the resolution by Sears will be charged
back to Seller (merchandise cost, shipping).

4.2 Food Safety Requirements

    o   If the Sears Director of Food Safety determines a Seller, transportation Company and/or a
        consolidator is not in compliance with Food/Pest Control Laws and/or operating in a manner that
        present a danger to our Customers, he has the right to immediately suspend the relationship with
        Seller. Director of Food Safety will take partners in merchandising, operations and legal it this
        type of action becomes necessary.

© 2015 Sears Brands, LLC                                                                               16
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    o   Temperatures
             Perishable-chill products, the container for the product must be able to maintain a
                temperature of 40° or lower at all times during the entire process from Seller to final
                Customer.
             Some produce items such as potatoes, onions, bananas and most hard fruit can be
                delivered at room temperature
             Leafy produce, especially pre-cut must be maintained at 40° or lower at all times. Soft
                fruit i.e. grapes etc. must also be at 40° at all times
             Frozen foods of all, varieties must be kept in a container which will be able to maintain
                the product at 0° or colder. When placed into the container, food must be at 0° or colder.
                Frozen foods at time of delivery must be frozen solid. Ice Cream must be at 0° or colder
                at time of delivery
             It is recommendation of the Sears Food Safety Department that Seller places
                Temperature Labels on all frozen and refrigerated products before placing the items in a
                container for shipping.
    o   Cross Contamination
             Ready to eat foods of all varieties may not come into direct contact with any raw meats or
                other potentially hazardous foods. There may not be direct contact or the possibility of
                contact by dripping purge or other fluids from the meat product
             Seafood may not be allowed to contact directly or via drip of purge or other fluids, any
                Ready-To-Eat food or any other foods such as meats, eggs milk containers etc...
             Poultry is always considered to be contaminated with bacteria which can cause serious
                illness or death. It must be separated from all other foods in such a manner as to
                preclude the possibility of direct contact or contact to other foods by purge or other
                leaking fluids from the poultry package.
             Veal and Beef must be kept separate from all RTE foods and from any other meats.
             Pork must be handled the same way
             All meat/seafood items must be packaged in a moisture resistant wrap such as plastic
                wrap etc., and must then be placed into an intact plastic bag for further separation.
             If raw meats-seafoods are placed into the same insulated container, the poultry items
                must be on the bottom. Next layer is seafood, then pork, beef and veal must be on the
                top. Each item must be packaged as stated above to prevent contact or dripping
             Chemicals i.e. laundry detergent, bleach, pesticides etc. may NEVER be placed into the
                same container of any container of food, pet food, OTC meds, or with any protected
                products such as paper plates, plastic utensils, napkins, paper towels, feminine hygiene
                products etc.
    o   Recalls
             Seller has an obligation to notify the buyer and the broker, of recalls of any products
                which are being sold by Seller.
             Seller may not under any circumstances place any item into a customer package which
                has been recalled for any reason
             Customers will also be directed to the appropriate website to determine if any items have
                been recalled.
    o   Delivery Times
             Delivery to the final Customer must take place within 10 hours of the time that the product
                was first assembled or placed into the package by Seller. However this time line can be
                extended provided the product is packaged in a proper container and temperatures can
                be maintained during the longer time with freezer Packs or Dry Ice Packs. Required
                Temperatures must be maintained at all times.
             Refrigerated food must be destroyed within 24hrs of packaging. Under no circumstances
                should the food be delivered to the Customer after 24hrs of packaging. Frozen Food may
                be retained for 7 days in approved ASN Freezer unit provided the food remains solidly
                frozen and at zero degrees (F) at all times.

© 2015 Sears Brands, LLC                                                                             17
Sears Marketplace Vendor Information Guide

4. Business Standards
This section provides information on Sears Legal and Product Liability Insurance requirements.

4.1 Legal
This section outlines the legal requirements and obligations Sellers must meet in order to conduct
business with Sears. The requirements in this Guide apply in addition to the Program Terms and
Conditions of any Sears Marketplace Agreement Seller agrees to when enrolling in Sears Marketplace,
our Privacy Policy, and our Site Terms and Conditions, and are not intended to supersede any of these
Agreements. Sears may update the requirements and obligations in this Guide from time to time. Sellers
are required to review the Guide regularly in order to ensure compliance with any updated terms.

4.1.a Seller Agreements & Certifications
      All new sellers must complete, sign and return all applicable agreements and certifications
         required by Sears, or as required by law, including a Certificate of Insurance Ownership
         Verification Form, and an Electronic Funds Transfer (“EFT”) Application.
 The terms and conditions of the various Sears Marketplace agreements require that all products
     sold by Seller to Customers through Sears Marketplace be produced, packaged, tagged, labeled,
     packed, shipped and invoiced in compliance with all applicable requirements of federal, state and
     local laws, acts, regulations, ordinances and administrative orders and rules of the United States,
     and its territories and all countries, to the extent applicable, where the products sold by Seller are
     produced. These include but are not limited to:
        Fair Labor Standards Act
        Consumer Product Safety Improvement Act (“CPSIA”)
           Requires all Children’s products must comply with CPSC tracking label requirements, as well
            as requirements related to Phthalate and Lead Restrictions and Other Restricted
            Substances.
        Textile Fiber Products Identification Act
        Wool Products Labeling Act
        Fur Products Labeling Act
        Flammable Fabrics Act
        FTC Care Labeling Rule
        Federal Food, Drug and Cosmetic Act
        Federal Hazardous Substances Act
        Federal Insecticide, Fungicide and Rodenticide Act
        Hazardous Materials Shipping Regulations
        OSHA Hazard Communications Regulation
        Magnuson-Moss Warranty Act
           Requires submission of the on-line Product Warranty Information Form (see “Magnuson-
            Moss Warranty Act” included in this section).
        Kimberley Process Certification Scheme

© 2015 Sears Brands, LLC                                                                                 18
Sears Marketplace Vendor Information Guide

           Requires inclusion of a code in each EDI 810 Invoice that affirms compliance (see
            “Kimberley Process Certification Scheme” included in this section).
        California Air Resource Board Standards for Composite Wood Products
        Any FTC Rules or Guidelines, currently available at http://business.ftc.gov/, that apply to
         Merchandise categories sold through the Sears Marketplace. Seller is responsible for complying
         with FTC Rules or Guidelines, and must update their practices to ensure compliance as any
         changes are made to existing Rules or Guidelines, or new Rules or Guidelines introduced by the
         FTC.
 Certifications survive the cancellation or termination of the terms and conditions of any Sears
     Marketplace agreements that Seller has entered into. This section is intended to be in addition to,
     and not supersede or replace, any terms and conditions of any Sears Marketplace agreement,
     specifications or other documentation posted and made available to Seller in the Seller Portal.
 Restricted Items.
      Knives. States, municipalities, and other jurisdictions have different laws related to the sales of
          knives or bladed items. Seller is responsible for ensuring all sales comply with applicable law.

Electronic Funds Transfer (“EFT”) Application
 All sellers must complete, sign and return all pages of the Electronic Funds Transfer (“EFT”)
     Application.
        The Electronic Funds Transfer Application form is located in the Seller Portal
        New sellers must test and be certified on the EDI 820 Payment Order/Remittance Advice.
         When 820 testing has been successfully completed, a “Penny Test” will be performed in which
         $.01 (one penny) will be transmitted via EDI 820 to the Seller’s receiving VAN or bank.
           To confirm receipt of the EDI 820 Penny Test, a “Financial EDI/EFT Confirmation Form”
            will be sent to Seller from the Sears Accounts Payable. Seller must print, complete, sign and
            return the form as directed on the form.
           If the Financial EDI/EFT Confirmation Form is not completed and returned, Seller will receive
            paper checks until it is returned.
If you have any questions about these documents or the Electronic Trade Payments program, please
contact Accounts Payable via email to A/PEFT@searshc.com.

Fair Labor Standards Act
Seller must comply with this Act.
 Whenever any product is sold by Seller to Customer through the Sears Website that is subject to the
     Fair Labor Standards Act (the “Act”), Seller must be in strict compliance with the Act.

Sears PVC Policy
Some studies suggest that the manufacture, use and disposal of Polyvinyl Chloride (“PVC”) is directly or
indirectly linked to both environmental and health concerns. Sears is working to reduce and phase out
PVC in its packaging and merchandise.

In December 2007, Sears adopted a policy calling for the reduction and elimination of polyvinyl chloride
(“PVC”) in products that are offered for sale and the packaging for those products to Customers through
Sears stores and the Sears Website.
As such, Sears will:

© 2015 Sears Brands, LLC                                                                               19
Sears Marketplace Vendor Information Guide

        Encourage sellers to reduce or eliminate their use of PVC in merchandise and packaging;
        Encourage sellers to utilize the Society of the Plastics Industry labeling system on packaging;
        Encourage sellers to label their merchandise as PVC-free when true.
As you work towards the goal of reducing and eliminating PVC in products and packaging, please keep
Sears updated on your progress via email to sustainability@searshc.com. It is important that we are
notified of any reduction or elimination of PVC. Similarly, we require that you notify us if you begin using
PVC in packaging or products that do not contain PVC today. If you should have any questions or
concerns regarding the policy or our sustainability efforts, please contact us via the email address listed
above.

Magnuson-Moss Warranty Act
Federal law, administered by the Federal Trade Commission (FTC) requires that all sellers make written
product warranties, where they exist, available for Customers to review prior to sale. Failure to comply
with the requirements of the Magnuson-Moss Warranty Act and other FTC Warranty Rules could result in
substantial penalties. These requirements apply to all manufacturers’ written warranties on products sold
for $15.00 or more.

Kimberley Process Certification Scheme
All Sellers that sell diamonds through the Sears Website must comply with the following requirement, in
addition to any FTC Guidelines related to jewelry as discussed in Section 5.1.a:
 Seller shall include a code in each EDI 810 Invoice to affirm compliance to the Kimberley Process
     Certification Scheme (“KPCS”) which provides the following warranty:
     “The diamonds herein have been purchased from legitimate sources not involved in funding conflict
     and in compliance with United Nations resolutions. The seller hereby guarantees that these
     diamonds are conflict free, based on personal knowledge and/or written guarantees provided by the
     supplier of these diamonds.”

4.1.b Safety, Health & Quality Product Recalls
Sears treats all safety, health and quality related product recalls very seriously. For this reason, you must
adhere to the following requirements so that Sears may properly execute the recall.
 In the event that Sears must participate in a safety, health or quality related product recall,
     immediately notify Sears’ Food Safety Department or Product Safety Office, based on product
     category as listed below:
        Food Safety Department - all over-the-counter drugs and all food items, including pet food.
        Product Safety Office - all other product categories including hazardous materials.
 Email or fax (email preferred) a completed Product Recall Form and a copy of the actual recall
     notice to Sears’ Food Safety Department or Product Safety Office (based on product category).

            Sears Contact                          Email                        Fax
      Food Safety Department          foodsafety@searshc.com              847-286-9370
      Product Safety Office           productsafety@searshc.com           847-286-0266

 All product recall communication must go to the contacts listed above to ensure the efficient
     execution and adherence to the product recall procedures.

© 2015 Sears Brands, LLC                                                                                 20
Sears Marketplace Vendor Information Guide

Note: Recalls of Hazardous Materials will be returned to Seller direct from the stores and/or DC’s in
accordance with DOT and/or FAA regulations. All recalls (hazardous and non-hazardous materials) from
stores and DC’s in Alaska, Guam, Hawaii, Puerto Rico, and the Virgin Islands will be returned direct from
these locations in accordance with DOT and FAA regulations.

Product Recall Initiative for Quality Stop Sales and Recalls, Safety Stop Sales and
Recalls, and Intellectual Property Infringement Claims
Sears’ Product Recall Initiative is the program by which Sears will recoup those costs incurred by Sears in
connection with quality stop sales and recalls, safety stop sales and recalls, whether initiated by a
governmental agency or the seller, and intellectual property infringement claims. (For purposes of this
section of the Guide, quality stop sales and recalls, safety stop sales and recalls, and intellectual property
infringement claims will collectively be referred to as the “recall” or “recalls”.) The recalls covered by
these provisions include all Merchandise sold through the Sears Websites. Sellers will be responsible for
all recall costs, including all costs incurred by Sears associated with the recall.

4.1.e Confidentiality
 Proprietary information, including Sears’ customer lists and other customer data is the sole property
     of Sears.

 The terms and conditions of all agreements between Seller and Sears, including all guidelines and
     procedures established by Sears related to Marketplace sales shall also be considered confidential.
 Seller may not disclose any proprietary information, except information related to Seller performance,
     to any other third-party.
 At Sears’ request Seller must return all materials containing Sears’ proprietary information in its
     possession.
This section is intended to be in addition to, and not supersede or replace, any terms and conditions of
any Sears Marketplace agreement Seller has entered into with Sears, or any related documentation or
specification posted by Sears in the Seller Portal.

4.1.f Banned/Restricted Countries & Parties
Seller is prohibited from offering for sale to Customers on the Sears Websites any products made in any
of the countries from which the U.S. government prohibits imports. In addition, the U.S. government
prohibits transactions with any person or entity appearing on the List of Blocked Persons, Specially
Designated Nationals (“SDN”), or included in a Presidential Order.
The U.S. government list of restricted countries and parties may change from time to time. The countries
and parties from which the U.S. prohibits/restricts imports are identified on the Office of Foreign Assets
Control website, currently located at http://www.treas.gov/ofac. Sellers are solely responsible for
maintaining updated information.

 4.1.g Environmental Compliance
Environmental Compliance

Sellers must comply with all local laws protecting the environment. In addition, Sears encourages its
sellers to conduct business so as to minimize the impact on the environment, including reducing waste
and maximizing recycling initiatives.

© 2015 Sears Brands, LLC                                                                                21
Sears Marketplace Vendor Information Guide

4.2 Insurance
Every Seller selling Merchandise to Customers through the Sears Website is required to maintain and
provide proof of Product Liability insurance (generally part of a Commercial General Liability insurance
policy) at Sears’ request.
 If you provide re-labeled or re-packaged goods, you must provide evidence of your own insurance
     coverage.

Proof of Insurance

 Seller must provide evidence of insurance coverage to Sears at the time of Seller’s execution of any
     Sears Marketplace agreement, and each year prior to the expiration of your policy. Proof of
     insurance must include:
        A Broad Form Vendor’s Endorsement naming “Sears Holdings Management Corporation and
         its subsidiaries and affiliates” as additional insureds. Use the additional insured vendor
         endorsement ISO Form CG 20 15 11 88 or its equivalent.
        The following policy language: “This coverage shall be primary to, and non-contributory with, any
         and all valid and collectible insurance or program of self-insurance of Sears Holdings
         Management Corporation or its subsidiaries or affiliates”.
        The Certificate Holder must state:
         Sears Holdings Management Corporation
         3333 Beverly Road
         Hoffman Estates, IL 60179
 Seller must use an insurance company that has a rating of at least A-VII as published in the current
     edition of A.M. Best’s Insurance Reports.
 If Seller’s policy contains any coverage exclusions that limit product liability coverage, a copy of the
     coverage exclusions must be attached to Seller’s proof of insurance.
 Seller’s policy must provide that coverage will not be terminated without at least thirty (30) days prior
     written notice to Sears.
 Seller must specify the products that it sells on the Sears Website on the proof of insurance Seller
     submits.
Insurance Coverage Required for Sellers providing Home Delivery and Installation Services.
 Seller must maintain Commercial General Liability insurance coverage of at least one million dollars
     ($1,000,000.00) per incident.
 Seller must maintain Worker’s Compensation insurance coverage of at least one-hundred thousand
     dollars ($100,000.00) per disease, at least five-hundred thousand dollars ($500,000.00) aggregate
     for disease, and at least one-hundred thousand dollars ($100,000.00) per accident. If a state where
     delivery or installation services will be performed does not require Seller/installer carry Worker’s
     Compensation Insurance, Seller must provide a waiver to any applicable individuals.
 Seller must maintain Automobile Liability Insurance on any vehicles used in delivery and installation
     services of at least one-hundred thousand dollars ($100,000.00) per incident for property damage
     and bodily injury combined.
 Drug Testing and Background Check Requirements. Additionally, Seller shall ensure that any Seller
     Personnel or Seller Subcontractors entering customer premises to perform delivery and installation
     services shall have passed a five (5) panel drug test. To be in compliance with this standard, the

© 2015 Sears Brands, LLC                                                                               22
Sears Marketplace Vendor Information Guide

     screening of an individual must have been accomplished before the individual reports for the first day
     of providing work. Seller shall conduct or shall certify that any of its personnel or subcontractors who
     enter customer’s premises for delivery and installation services have passed a criminal background
     check. At a minimum, the criminal background check process will consist of the following: A search
     conducted by a qualified background check service provider, which includes a review of criminal
     court records of all counties of residence based on the individual’s past seven (7) years of residential
     addresses. Seller may not assign Personnel with job-relevant adverse information, or information
     that indicates an unreasonable risk to property, safety or the welfare of individuals or the public to
     enter the residence or premises of a Customer. At Sears’ request, Seller shall submit reliable
     evidence of Seller’s compliance with these background check and drug testing requirements.

Coverage Required for Specified Product Lines

 See appropriate guidelines in Section 5.2.a to determine the limit of liability required on a per
     occurrence basis, and the aggregate limit of liability for specified product lines. You may satisfy this
     requirement with any combination of primary and excess/umbrella liability policies.

Coverage Required for All Other Products

 Provide product liability insurance on an occurrence basis with combined single limits for bodily injury
     and property damage of at least five-hundred thousand dollars ($500,000.00) per occurrence.
        If you are unsure if the standard five-hundred thousand dollars ($500,000.00) limit is sufficient,
         contact the Sears Portal administrator.

Self Insurance

In some cases, Sears will allow certain levels of self-insurance provided certain conditions are met. The
Sears Risk Management department will review the risk potential of the product line(s), as well as your
financial position and claims handling record.
 For approval of self-insurance, you must provide Sears:
        An amendment to the appropriate purchase contract that documents the terms and conditions of
         the self-insurance agreement.
        Requested background information from the Seller Portal administrator.
        Your current annual report or audited financial report.
        Your current 10K report.

Insurance Certificate Administration & Tracking

 New sellers must submit their insurance certificates to:
     Sears Holdings Management Corporation
     Vendor Support, B4-130A
     3333 Beverly Road
     Hoffman Estates, IL 60179
 Existing sellers must submit their updated/corrected insurance certificate to:
     Sears Holdings Management Corporation
     Vendor Support, B4-132A
     3333 Beverly Road
     Hoffman Estates, IL 60179

© 2015 Sears Brands, LLC                                                                                 23
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