VENDOR GUIDE| Australia and New Zealand - Woolworths wowlink

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VENDOR GUIDE| Australia and New Zealand - Woolworths wowlink
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               VENDOR GUIDE| Australia and New Zealand
               For new and existing Vendors to assist with their day–to-day dealings across the
                    Woolworths business.

               This vendor guide applies to the following divisions

               Note: the Compe on and Consumer (Industry Codes—Food and Grocery) Regula on
                    2015 (“Grocery Code”) applies to the supply of “groceries” (as defined in the
                    Grocery Code) by Woolworths’ vendors to Australian Supermarkets and Small
                    Stores. Australian Supermarkets and Small Stores are referred to in this Vendor
                    Guide as the “Australian Food Stores”.

               Includes forms required.

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                     CONTENTS|

               Section 1: Information for Vendors
               Vendor Safety                                                                              3
               Buying and Marke ng                                                                        4
               Fresh Food Quality & Safety                                                            5
               Country of Origin Labelling Standards 2016                                                 5
               Withdrawals & Recalls                                                                      6
               Invoicing & Payments                                                                   7
               Business Category Reviews                                                              7
               Merchandising Guidelines                                                                   8
               Promo ons                                                                              9
               eBusiness                                                                                  9
               Na onal Product Catalogue (NPC)                                                        9
               Logis cs 12
               Na onal Distribu on Centre Freight Cost Recovery                                      13
               Primary Freight                                                                       13
               WOWLINK                                                                               14
               Woolworths Online                                                                     15
               eBusiness                                                                             16
               Trading Terms                                                                         17
               Ethical Sourcing                                                                      45

               Section 2: Getting Your Product Ranged
               PART A: Steps to ge ng your product ranged                                            47
               PART B: New Product/Range Presenta on Checklist                                       48

               Section 3: Forms and attachments for Completion
               PART A: Vendor Data Submission Form                                                   51
               PART B: Product/Range specific Documents                                               55
               PART C: Change to Vendor details                                                      62

               Section 4: Dispute Resolution and Grocery Code
               Code Complaints Handling Procedure                                                    63
               Dispute Resolu on Scheme                                                              66
               Frequently Asked Ques ons                                                             70

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               VENDOR SAFETY|

               At Woolworths Group, we are commi ed to protec ng the safety, health and welfare of our
               employees, customers, contractors, visitors and the community. We will not stop pursuing our goal of
               zero harm, where every person who enters any one of our sites, will leave in the same condi on as
               when they arrived.

                                                                 Safety & Health

               Our Vision
               Woolworths’ journey towards achieving our Safety and Health vision is described as “Des na on Zero” –
               zero harm to our people, the environment and community.

               Our vision is for people at all levels of the organisa on to ac vely care about their own safety and the
               safety of others. To be passionate about safety and its integra on into the way we do business.

               Our Principles
               The safety and health vision within Woolworths is based on the following principles: We will make safety
                      personal;
               No task is so urgent and no service is so important that we cannot take the me to do it safely. We will
               aim to improve the quality of life, now and for future genera ons.
               We are responsible for:
                       ● Our own safety and health
                       ● The safety and health of our co-workers, customers, contractors and visitors
                       ● Our impact on the environment.

               Woolworths Group has health and safety policies and procedures in place which apply in rela on to your
               dealings with us, our stores and our sites (“Policies” and “Procedures”). The Policies and Procedures can
               be found on Wowlink.
               Any applicable Policies or Procedures must be complied with by a Vendor when engaging with us, our
                     stores or our sites.

               It is each Vendor’s responsibility to stay up to date with the relevant Policies and Procedures by
               accessing Wowlink. Some stores/sites also have specific processes in place which relate to the design,
               layout or equipment at these stores/sites (“Processes”).

               Any applicable Processes will be no fied to you and you must
               comply with them. Example of some of our Policies, Procedures and
               Processes are:
                       ● Dock, Sign In, Danger Tag and Emergency Procedures
                       ● Hazard and Incident/Injury Repor ng
                       ● Smoke Free, Alcohol and Drug Free Workplace Policies
               The use of Store/Site Mechanical Handling Equipment or dock levellers in our Store/Sites is NOT permi ed.
               It is the Vendor’s responsibility to stay up to date with Woolworths Group Policies and Procedures;
               these can be obtained via the Woolworths Group website.
               Any ques ons rela ng to any of this informa on can be directed to the Na onal SHE Manager Supermarkets.
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                     INFORMATION FOR VENDORS|

                                            Buying and
                                            Marketing
                                            Australia
                     Woolworths Supermarkets has a centralised Buying and          Grocery Industry Code Of Conduct
                     Marke ng department located at Norwest Business Park,
                                                                                   Woolworths Group is a signatory to and is
                     Bella Vista, New South Wales, Australia. Local Produce
                                                                                   bound by the Grocery Code. The Grocery Code
                     teams report through to this Na onal department, and
                                                                                   applies to the supply of “groceries” (as defined
                     also operate in each capital city in Australia.
                                                                                   in the Grocery Code) by Woolworths’ vendors
                                                                                   to Australian
                     A Procurement team also exists in Hong Kong, which
                                                                                   Supermarkets and
                     reports through and procures products for the
                                                                                   Small Stores. A copy of the Grocery Code
                     Australian Buying and Marke ng opera on.
                                                                                   is available at the link below.
                     The Supermarket Buying and Marke ng Opera ons team
                     manages the product ranges carried in all Woolworths
                                                                                                Grocery Industry Code of Conduct
                     Supermarkets to ensure the offer to the consumer is a
                     vibrant mix of new and exis ng products that meet
                     iden fied customer needs with the widest appeal.

                     In addi on to permanent range items, Woolworths
                     Supermarkets welcome proposals for one-off buys from
                     manufacturers who wish to a supply a product under
                     one of Woolworths’ Private Labels.

                      Group Procurement
                     Woolworths Group has a centralised procurement
                     func on responsible for sourcing “not for resale” goods
                     and services. The Procurement team is located in our
                     na onal Support Office , Norwest Business Park, Bella
                     Vista.                                                        The Progressive Enterprise Merchandise Team
                                                                                   manages products and service available in their
                     CONTACT DETAILS
                                                                                   supermarkets (Woolworths, Countdown,
                     Our street address:
                                                                                   Foodtown, Fresh Choice and Supervalue) in New
                     1 Woolworths Way, Bella Vista NSW 2153
                                                                                   Zealand.
                     Our postal address:
                     PO Box 8000, Baulkham Hills NSW 2153
                                                                                   This merchandise team drives the sourcing
                                                                                   selec on, design and delivery to ensure product
                                                                                   and services meet iden fied customer needs.
                                  gpsupplierqueries@woolworths.com.au
                                                                                   CONTACT DETAILS
                                                                                   Our street address:
                                                                                   80 Favona Rd Mangere, Auckland
                                                                                   Our postal address:
                                                                                   Woolworths New
                                                                                   Zealand Limited
                                                                                   Private Bag 93306
                                  Australian Phone Numbers                         Otahuhu Auckland

                                                                                                     NZ Phone Numbers

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                                          Country of Origin Labelling Standard 2016
                                          AUSTRALIA

                      As you should be aware, on the 1st of July 2016 the Australian Government enacted changes to
                      the country of origin labelling on products.

                     Woolworths requires all Suppliers of Vendor Branded goods supplied to Woolworths are
                     compliant with the new standard in accordance with exis ng obliga ons under clause 7.2(a)
                     the Woolworths Vendor Trading Terms.

                      Woolworths requires this informa on for Branded Food Ar cles only, - Not Woolworths Branded products.

                     Should you have any ques ons, or your company requires further assistance, please contact
                     Woolworths via the details below.

                     Email:
                     coolsuppliers@woolworths.com.au

                      Phone: 0439 515 034

                                           Fresh Food Quality &
                                          Safety
                                          AUSTRALIA

                     At Woolworths, we are commi ed to working closely with our suppliers, to provide our
                     customers with a fantas c range of products they can trust to be safe and have consistent
                     quality for them and their family .
                     Based on feedback we have received from our suppliers, we have developed the Supplier
                     Excellence Program which is aimed at reducing audi ng complexity associated with supplying Own
                     Brand and Fresh Food products to Woolworths. The Supplier Excellence Program replaces the
                     WQA program, which is a compliance requirement for suppliers under Woolworths’ Vendor
                     Trading Terms( see clause 3, of Part B, General Terms).

                                                   Woolworths Wowlink | Supplier Excellence Program

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                     INFORMATION FOR VENDORS|
                     Withdrawals & Recalls
                     Woolworths has an obliga on to ensure the goods it sells are of Acceptable Quality* fit for any usual or
                     customary purpose and fit for sale by us to the public, including compliance with all applicable standards and
                     regula ons.
                     Suppliers to Woolworths are obligated to supply product that are fit for sale and are of Acceptable Quality*.

                     When products are found not to be fit for sale a withdrawal or recall may need to be executed.
                     Suppliers are required to call the relevant buying team as soon as they become aware of a poten al
                     safety, quality concern or compliance issue with a product that may result in a recall or withdrawal.
                     If their buying contact is not available, or if their call is not returned within the first hour, suppliers are
                     required to make contact with the Recall Coordinator without delay. For any Woolworths branded product
                     issues the relevant Quality Specialist must also be contacted.

                     Woolworths expecta on is that the required informa on for a recall or withdrawal is submi ed electronically
                     through Wowlink or GS1 Product Recall in a mely manner, typically one hour from no fica on of the issue.
                     Ensure that the relevant people are setup correctly and that single point sensi vity is avoided.

                     Woolworths is en tled to recover some of the costs associated with execu ng a recall or withdrawal including
                     but not limited to an administra on charge and cost of stock.

                     See the Product Recall and Withdrawal page on Wowlink for addi onal details.

                                                                 Woolworths Wowlink | Product Recall and Withdrawal

                     *Acceptable Quality has the meaning given to the term ‘acceptable quality’ in Schedule 2 of the Competition and
                     Consumer Act 2010

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                                            Invoicing &
                                            Payments                               Vendors will be given reasonable advance no ce
                                                                                   in wri ng of any upcoming range review which
                                            AUSTRALIA                              may affect them and which is scheduled in the
                                                                                   Category Development Schedule. Vendors will also
                                                                                   be given reasonable advance no ce in wri ng of
                       The na onal Transac on Processing Centre (TPC) is           any purpose of or criteria that will govern ranging
                       responsible for processing Trade Partner invoices and       decisions, to the extent not set out in the Category
                       is the first point of reference for invoice payment          Development Schedule.
                       queries. Pricing queries must be directed to your
                       relevant Category
                       Manager at the Norwest office. Tax compliant original
                       invoices must be delivered with the goods or service.                             Category Development
                       It is each Vendors’ responsibility to reconcile its                               Schedule
                       accounts. Trade Partners are requested to have
                       remi ances reconciled within 60 days of receipt to
                       ensure quick resolu on of queries. Any queries
                       arising from the reconcilia on of the remi ance
                       advice should be directed to TPC promptly to ensure
                       quick resolu on.
                                                                                                       Invoicing &
                       Any ques ons rela ng to payments should be
                       directed to the TPC Query Desk                                                  Payments
                       phone (03) 6245 6600
                       Where possible, use email:                                                      NEW ZEALAND
                       Email: tpc@woolworths.com.au
                                                                                   The Na onal Transac on Processing Centre (TPC),
                                                                                   is responsible for processing Trade Partner
                                                Accounts                           invoices, and is the first point of reference for
                                                                                   Invoice payment queries. Pricing Queries must be
                                                                                   directed to
                                                                                   NZ Merchandise Disputes
                                                                                   merchandise.disputes@progressive.co.nz

                       Business Category Reviews                                   Tax Compliant original invoices must be sent to
                                                                                   Woolworths New Zealand Ltd
                       AUSTRALIA                                                   Private Bag 93306 Otahuhu 1640 Auckland NZ
                                                                                   A n. Transac on Processing Centre

                       Business teams endeavour to review their                    Progressive considers it is the Vendor’s
                       category once or twice each year to assess                  responsibility to reconcile their accounts. Trade
                       planograms and new product submissions, and to              Partners are requested to have remi ances
                       delete non-performing products.                             reconciled within 60 days of receipt to ensure
                       New product submissions made during a                       quick resolu on of queries. Any queries arising
                       scheduled category review can be processed                  from the reconcilia on of the remi ance advice
                       more quickly but this is not a strict requirement.          should be direct to TPC promptly. Any ques ons
                       New lines will be considered                                rela ng to payments, should be directed to:
                       outside of review mes in excep onal                         TPC Query Desk. tpc@woolworths.com.au (03)
                       circumstances. The Category Development                     6245 6600
                       Schedule (which you can link to below) sets out
                       for the Australian Food Stores:
                   ●      the dates of upcoming range reviews that may
                          affect
                                                                                   NEW ZEALAND
                   ●      Vendors;
                                                                                   Category Development Schedule
                   ●      the purpose of the range reviews; and
                   ●      the key criteria that will govern the ranging            Contact your Category Manager directly for
                          decisions, for purposes of clause 26(3) of the           review dates and further informa on.
                          Grocery Code.

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                      MERCHANDISING GUIDELINES| Australian Food
                      Stores only
                        The following guidelines comprise Woolworths’ product ranging and shelf space alloca on principles for
                        purposes of clause 26 of the Grocery Code.

                            - The planogram should display a flow of Good/ Be er/ Best aligned to Customer Decision Tree, ver cally driven by segments/nodes.Le to Right flow.
                            - Adherence to On Shelf Availability policies (Case + MPL, DOS, SFP)
                            - Apply Own Brand Merchandising Rules (see below).
                            - Display Products in segments and sub-segments so all like products are displayed together.
                            - Use the customer decision tree or other research to determine the ‘correct’ segment.

      Own Brand
  Merchandising Rules         Full Bay Example             Homebrand                    Select                  Macro                Jamie Oliver                   Gold

                              Adjacencies               LHS of branded            LHS of the              LHS of the health         Posi on to the LHS      Posi on to the le of
                                                        equivalent.               comparable              brand equivalent in       of WW select.           the premium
                                                                                  branded                 the health food                                   branded equivalent.
                                                                                  equivalent.             sec on.

                              Shelf Height              Lower shelves,            Middle shelves, in      Middle shelves,           Middle shelves,         Higher shelves, in the
                                                        posi oned in the          the ‘be er’ flow.        posi oned in the          posi oned in the        ‘best’ flow.
                                                        ‘good’ flo                                         ‘be er’ flow.              ‘be er’ flow.

                            If there is spare capacity in a bay a er at least Case +MPL+DOS & SFP has been allocated to each branded product in that bay, own brands may be given
                            addi onal facings in that bay.

      Case + MPL            “All items to meet Case + MPL in all stores. Target is to achieve zero issues in all stores.”
                            - Minimum Presenta on Level (MPL) which is set at 25% of shelf capacity measured in units.
                            - Case + MPL= The Minimum Presenta on Level plus an Order Mul ple (Case pack) measured in units.

OM (Order Multiple) Size    “Ensure the OM or SFP is in relation to rate of sale. This ensures most efficient use of space.”
  in Relation to Sales      - The size of the OM should be in line with expected rate of sale. Refer to “like” lines to gauge appropriate OM size. OM Size will have direct impact on Case +
                            MPL rule.

 Days of Supply (DOS)       “All articles in all stores to meet category minimum DOS rules.”
                            - Calculated by: (SUM: Capacity)*5.5/(SUM: Movement, adjusted). A minimum of 3 DOS must be achieved. [NDC products require 5+ DOS.] 50 DOS maximum.
                            Specified categories or items may contain DOS excep ons.

Shelf Friendly Packaging    “All articles are to be merchandised in the SFP provided”
                            - 2 SFP’s side by side allow for best fill efficiencies. A minimum of 2 SFP’s per item must be on show, 2 SFP’s must fit on shelves with no hangover, some
                            categories may contain SFP excep ons. For safety, heavy SFPs are not displayed above shoulder height.
                            - There are to be no single facings that are hand filled next to the SFP
                            - All facings must be allocated in SFP increments
                            - This guideline con nues into our smallest stores (excluding the ‘small store fleet’)

New & Deleted Articles      “Minimum of 90% of new lines must be in DC prior to release of POG.”
     SOH Ruling             - No planograms will be issued unless 90% of new ar cles have Stock on hand in the DC.
                            - No planograms will be issued un l ALL deleted ar cles have zero Stock on Hand in all ranged DC’s. “One in, one out ”, is the general rule across the business.
                            Excep ons must be jus fied.

      Small Items           - Small items are not displayed at the beginning or the end of a bay. Posts may hide smaller items.
                            - Smaller items should be merchandised on higher shelves (following CUP and GBB principles).
                            - We should not have 3 facings high or layovers that could make the layout unsafe.

      No Layovers           “No Layovers or lay downs on cans, jars, any glass article or on the top shelf.”

 Poisons & Dangerous        - Dangerous Goods are merchandised as per Dangerous Good Compa bility Chart.
        Goods               - Poisonous Items can only be merchandised below 1.2M if fi ed with child safety cap or child resistant packaging.

    State & Federal         State or Federal regula ons in your category must be adhered to or penal es may be imposed.
      Regulations           Examples: 1Lt Listerine in NT stores. Honey to WA unless grown and bo led in WA. Rice for sale in Riverina stores unless grown in that region. Black out
                            merchandising for Cigare es.

      Heavy Items           Heavy items should be merchandised below 130 cm to meet OH&S guidelines and safety guidelines.

    Brand Blocking          Only considered where there is a clear case the customer is brand loyal and the C D T supports this.

       Clustering           One size does not fit all. Tailor range to specific customer trends & behaviours

  Store Specific POGs       Determine which stores/areas require Store Specific POG’s. If Store Specific data is not used in stores that trade significantly higher on specific items sales loss
                            and OSA issues may occur.

        Brackets            All POG’s are created with brackets in mind and the impact to Case & MPL/DOS.

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                    INFORMATION FOR VENDORS|

                                            Promotions                                                          Promotions
                                                                                                                NEW ZEALAND
                                            AUSTRALIA

                    Buying and Marke ng provide 52 weeks of promo onal                  New Zealand Buying provides 26 week blocks of
                    ac vi es.                                                           promo onal ac vi es.
                    These promo ons are supported by a range of marke ng                These promo ons are supported by colour brochures
                    materials, including le erbox-dropped colour brochures, TV,         delivered NZ-wide. There is also a heavy presence of TV,
                    radio, online and print adver sing.                                 radio and press adver sement.
                    The promo ons are planned systema cally and well in                 Countdown ac vely encourage joint promo ons with
                    advance to avoid clashes between compe ng brands.                   trading partners through ini a ves such as advertorial
                    Shared Services Buying and Marke ng ac vely encourages              opportuni es in Indulge & Foodtown magazine, instore
                    joint promo ons with trading partners through ini a ves             media, Onecard promo ons, TV adver sing, direct
                    such as advertorial opportuni es in Woolworths Fresh                marke ng and demonstra on campaigns.
                    magazine, Floormedia and instore samplings.                         Contact the relevant Category Manager to explore
                    Contact the Assistant Category Manager in your category to          opportuni es for your products.
                    explore promo onal opportuni es.

                                            Supermarket Buying Contacts
                                                                                        National Product Catalogue
                                                                                        (NPC)
                                                                                        AUSTRALIA & NEW ZEALAND
                    eBusiness
                                                                                        NPC is Woolworths’ preferred method of receiving product
                    AUSTRALIA & NEW ZEALAND                                             and price informa on. NPC is a web-based product
                                                                                        catalogue and is the GS1 Australia and GS1 New Zealand
                                                                                        industry solu on for data synchronisa on. It is used to
                                                                                        enter, validate, store and maintain product and price data in
                    It is Woolworths’ preferred method of business to trade
                                                                                        a central repository (data pool) to easily share this data with
                    electronically with its Trade Partners in order that we are
                                                                                        Trade Partners worldwide. Woolworths will progressively
                    able to gain mutual supply chain efficiencies.
                                                                                        onboard Trade Partners onto the NPC. Once live with GS1
                                                                                        Trade Partners will be sharing data with us electronically.
                    Woolworths has two electronic solu ons which can be
                                                                                        This will result in products and prices being submi ed to
                    tailored to fit any businesses – from fully integrated systems
                                                                                        Woolworths using the NPC as a replacement for the
                    (EDI) to a free web-based solu on (webforms).
                                                                                        Woolworths Ar cle Form (WAF) and Woolworths Price
                                                                                        Form (WPF). For more informa on on Woolworths Data
                    New Trade Partners to Woolworths will be provided a
                                                                                        Requirements and NPC, contact GS1 Australia or GS1 New
                    webforms account to receive purchase orders and send
                                                                                        Zealand.
                    invoices.

                    For more informa on on trading electronically with us via
                    EDI or webforms please contact our eBusiness team.

                    CONTACT DETAILS
                    eBusiness Team – Phone Australia 02 8885 3100
                    Phone New Zealand 09 3098 696 Email:
                    ebusiness@woolworths.com.au

                                                 eBusiness

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                     Product Data & Content (including Images)

                                             AUSTRALIA & NEW ZEALAND

                      Product Data and Images - Why we need them
                     To sell your product throughout our retail network, and on-line, Woolworths needs to know a lot of
                     informa on. We need to know about the product itself including its composi on. We need to know how it is
                     packed, how it is shipped, how to store it, how many we can fit on a shelf. We need to know the price and
                     any other informa on our customers demand. We also need digital images of the product to plan our shelf
                     space in store and make it appeal to customers on-line.

                      National Product Catalogue
                     Colla ng that informa on used to be a laborious and very manual process. Today the Na onal Product
                     Catalogue, or NPC, is Woolworths’ preferred method for receiving item and price informa on. Using the
                     NPC makes the en re process much simpler.

                     The NPC is operated by GS1 Australia and GS1 New Zealand, the not-for- profit organisa ons who administer barcodes
                     globally.

                                                           Find out more about the National Product Catalogue

                     CONTACT DETAILS                     GS1 New Zealand                             Woolworths NPC Onboarding Team
                      GS1 Australia                      Phone (0800) 10 23 56                       Phone 02 8885 1838
                      Phone 1300 BARCODE                 Email: npc@gs1nz.org                        Email: npc@woolworths.com.au
                      Email: npc@gs1au.org

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                      Product Images

                     Quality digital images are a key part of selling your product, online or in catalogues. They need to look appealing.
                     Woolworths policy is to accept supply of product images from providers who can provide high quality digital
                     images for use in our business, ensuring every product can be sold online, and at self service checkouts, as
                     well as mee ng marke ng and digital specifica ons. Please ensure your planning for new line proposals
                     allows for the provision of images if the line is accepted.

                     Woolworths currently consumes images from the following providers:
                          ❖ D Library
                          ❖ GS1 Smart Media
                          ❖ SKUvantage
                          ❖ Wellcom
                     Note: There are separate databases constructed and maintained in different opera ng units. It is intended
                     that a common library be established in due course, except where the ability to accommodate unique needs
                     of some business units isn’t met.

                      CONTACT DETAILS

                                   DLibrary
                                  h p://www.dlibrary.com.au/

                                 GS1 Australia                                    SKUvantage
                                 Phone 1300 227 263                               Phone (02) 8484 0345
                                 h ps://www.gs1au.org/                                h ps://www.skuvantage.com.au/wwimages

                      Photography Services

                         Wellcom
                                      http://www.wellcomworldwide.com/

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               INFORMATION FOR VENDORS|

                                                   Logistics                                                Logistics
                                                   AUSTRALIA                                                NEW ZEALAND
               Woolworths Ltd supply chain is made up of two Na onal
               Distribu on Centres (NDCs) for slower moving merchandise
               and nine Regional Distribu on Centres (RDCs) for fast               In July 2011, the supply chain for Woolworth New Zealand
                                                                                   Ltd will consist of a Na onal Distribu on Centre based in
               moving products.
               Na onal Distribu on Centres distribute to all stores                Auckland, for slow moving merchandise and separate
               na onally. The Sydney NDC (Yennora) and the Melbourne               Ambient/Temperature Controlled and Produce Regional
               NDC (Mulgrave) are the two Na onal Distribu on Centres.             Distribu on Centres based in Auckland, Christchurch and
               These range slower moving ambient products from the                 Palmerston North/Wellington. This network distributes to
               Grocery and General Merchandise ranges.                             all of the NZ Stores both corporate and franchised.
                                                                                   More informa on can be found on our website
               Regional Distribu on Centres service Supermarkets with fast
               moving lines. They are composite facili es, providing fast
               moving Grocery, General Merchandise, Frozen and all Chilled                                        Progressive NZ
               and Fresh products to stores.
               Find the Vendor informa on packs for each Distribu on
               Centre on the link below:
               We are currently transi oning to this new structure and our
               site will be updated with the new informa on as it becomes
               available.
               RETAIL LOGISTICS SUPPLY CHAIN CODE OF CONDUCT
               Woolworths is an inaugural signatory to The Retail Logis cs
               Code of Conduct (Logis cs Code). The Australian Logis cs
               Council (ALC) was the facilitator of the dra ing process and
               will administer the Logis cs Code. Woolworths encourages
               its Vendors, manufacturers and carriers to become
               signatories to the Logis cs Code. All future contracts will
               require compliance with the Logis cs Code.

               CONTACT
               Australian Logis cs Council
               Phone 1300 785 236
               Find more informa on and applica on forms on:

                                               Supply Chain

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                                               National                                                          National
                                               Distribution                                                      Distribution
                                               Centre Freight                                                    Centre Freight
                                               Cost Recovery                                                     Cost Recovery
                                                                                                                 (Ambient Products)
                                                (Ambient Products)
                                                AUSTRALIA                                                        NEW ZEALAND

               Within the Woolworths Supply Chain network there are two
               types of Distribu on Centres (DCs) at which supplier products            Woolworths New Zealand Limited operates 2 types of ambient
               are ranged before being picked to go to stores for selling. A            Distribu on Centres:
               Regional DC , or RDC, is where fast moving product is held closer        A Na onal Distribu on Centre (NDC) in Auckland for slower moving
               to stores in each state and suppliers are responsible for the            lines and Regional Distribu on Centres (RDCs) for faster moving lines.
               freight to each RDC. A Na onal DC, or NDC, for holding slower            The Auckland Distribu on Centres support the lower North Island and
               products centrally, which supports a wider overall range for             the South Island with the slower moving lines based on these regions
               Woolworths stores and provides greater access for supplier               individual RDC capacity.
               products to the na onal retail market.                                   If your product is designated ini ally or becomes slow moving
                                                                                        product requiring distribu on from Progressive Auckland Distribu on
               The cost of transport between central NDCs and stores is
                                                                                        Centres (Wiri NDC or the Mangere RDC) to the Lower North Island
               incurred by Woolworths, however there is a recovery of this cost
                                                                                        (LNI) or the South Island (SI) you will be required to pay a freight cost
               through a rebate from vendors for the freight incurred. This
                                                                                        recovery (FCR) rebate.
               means the cost of goods to Woolworths is inclusive of the
                                                                                        You must contact the Freight Cost recovery team for full details prior
               freight cost through the network whether goods are ranged in
                                                                                        to product ranging to understand fully the freight cost recovery
               RDCs or NDCs. If your product is ranged to an NDC you can
                                                                                        process.
               contact the Freight Cost Recovery team for more details:
                                                                                        CONTACT DETAILS
               CONTACT DETAILS                                                          Phone 09 2552 138
               Phone (02) 8885 2982                                                     Email freightcostrecovery@progressive.co.nz
               Email ndcfreightcostrecovery@woolworths.com.au

               Primary Freight                                                          Primary Freight
               AUSTRALIA                                                             NEW ZEALAND
               In Primary Freight, we develop op mised network solu ons to              Primary Freight is the management of freight transporta on from our
               move goods in the safest, freshest way possible, providing our           Vendor facili es to our Distribu on Centre’s (DC’s).
               suppliers with an outstanding, simplified service model and on            This is managed by our Transport Management System (TMS). There
                 me delivery. We align with our commercial and replenishment            are many benefits for Primary Freight which include:
               teams to review product requirements, DC networks and order                 ●     Integrated management of replenishment.
               mul ples in order to minimise product movements and                         ●     Dedicated Customer Service team.
               maximise transport efficiencies. We operate a flexible and agile               ●     Dedicated Opera ons team.
               network, always pu ng the customer first. Addi onal benefits                  ●     Simplified financial processing.
               include:                                                                    ●     Reduced trucks at both Vendors and NZ DCs which reduces
                     ●    Cost efficient model through backhaul u lisa on and                      the CO2 emissions associated with NZ Inbound.
                          load capacity op misa on                                         ●     Less hassle for Vendors organising transport into our DCs.
                     ●    ‘One stop shop’-na onal and regional network,                          Once the goods are picked up they can focus on producing
                          including Temperature controlled and Ambient, rail                     more, not worrying about deliveries.
                          and road                                                         ●     Op mised order consolida on measured only by stock
                     ●    Integrated planning-once your load is collected, we                    availability not delivery on me.
                          manage in bound service                                          ●     Temperature Controlled and Ambient transport solu ons
                     ●    Regular service review mee ngs and repor ng-                           available na onwide.
                          including replenishment colleagues                               ●     Interna onal Primary Freight available- we can offer
                     ●    Guaranteed Account Manager and Customer                                compe ve interna onal freight op ons as well.
                          Service-simple communica on
                     ●    State of the art TMS’ Transport Management                 CONTACT DETAILS
                          System’-manage load planning                               Email: primaryfreightplanner@countdown.co.nz
                     ●    All transport Carriers undergo rigorous chain of
                          responsibility audits-safety first
                     ●    Integrated Interna onal PF and Interna onal freight
                          op ons-E2E supply chain

               VENDORS PLEASE CONTACT
               Email:primaryfreight@woolworths.com.au

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               INFORMATION FOR NEW VENDORS|WOWLINK

                                                       Wowlink
               New Vendors are vendors who have products that have been accepted for supply by a Category Manager. The Vendor
               Guide shows how to plan to supply Woolworths and how to contact the appropriate Buyer.

               Wowlink shows the range of services available to new vendors. However, registration for Wowlink is only possible
               after acceptance as a new vendor.

               Wowlink offers a suite of online services designed to help in the planning, execu on and analysis process of many
               aspects of your Woolworths business so you can maximise performance and make informed business decisions.
               Wowlink is an ongoing commitment by Woolworths to further develop collabora on and communica on with our
               Trade Partners so that we can together:
               •         be er service our mutual customers and
               •         perform as efficiently as possible

               Wowlink offers registered users an array of intelligent products and services that provide valuable informa on
               about your unique business with Woolworths. Below is a list of our current services.
               •        Chain of Responsibility Repor ng
               •        Transport Management System
               •        Product Withdrawal and Recall Management System
               •        Vendor Replenishment Planner Repor ng
               •        In-store Demonstra on Management System
               •        Indent Repor ng
               •        Scorecard Repor ng
               •        Replenishment Repor ng
               •        Produce Repor ng

               To register as a Trade Partner simply log onto www.Wowlink.com.au and click on ‘register’ at the top
               right hand side of the home page
               Note: Registration for Wowlink is only possible after acceptance as a new vendor
               You will need to provide:
               •         Your company details, including trading name
               •         Your company’s Australian Business Number (ABN)
               •         Your Woolworths Supplier Numbers (PVN or SAP)

                                                                        WOWLINK

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               INFORMATION FOR VENDORS|Woolworths Online
                                                                         Woolworths Online Product Information

                  Are all products available online?
                  If your product is sold in Woolworths (in one of our online stores), then it can be sold on Woolworths Online.
                  Products are available based on the ranging at the store where the order will be picked. Customers sign in and
                  add their delivery postcode or select their nearest ‘Pick Up’ loca on to see the range that is available to them
                  from their store.
                  If a customer has not logged in, we pick up their IP address and show them the range available for their state’s default store.

                  Does our product go onto the site automatically?
                  Not at this stage. All products are ac vated manually by our Product Data Team in order for them to appear on
                  the site. If you know that you have new products launching or have updated your product (ie. packaging, features)
                  it would be best to update your images and content via the portal (located in Wowlink).
                  Alterna vely get in contact directly with the Product Data Team to provide the relevant informa on at least 4 weeks before
                  launch.

                  Do all specials appear online automatically?
                  If your product is on special it is online.

                  Can we do exclusive online promotions?
                  Yes, exclusive online promo ons on par cular products can be executed however this needs to be signed off
                  with the Category teams before it is sent to and ac oned by the Wow Online Merch Team.
                  Woolworths Online fulfils the need of customers that are looking for convenience. We have a network of
                  Woolworths Online stores plus a new dedicated DOS facility in Sydney, to meet the growing demand.
                  The 2 DOS (Our Dedicated Online Stores) are located in Mascot and Brookvale in Sydney, who are both fully
                  opera ng stores that cater for online orders only.

                  Pick Up Shopping Option more Customer Convenience
                  Woolworths have rolled out to stores the op on for customers to place an order on line by 11am in the morning,
                  and collect it the same day at a dedicated point in their store, giving customers even more shopping convenience
                  to suit their day.

                  Content
                  It is the responsibility of the supplier to provide correct product informa on and update their products and
                  images to the Woolworths Product Data Team. To update your product details (product name, image & rich
                  descrip on), please complete the Supplier Product Update spreadsheet.

                  PRODUCT DATA TEAM CONTACT:
                  Email: productdata@woolworths.com.au

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               INFORMATION FOR VENDORS| eBusiness
               Getting B2B Connected
               Woolworths’ preferred means of exchange transac onal business documents (Purchase Orders, Invoices etc) is electronic. This
               is either by way of EDI (Electronic Data Interchange) or Webforms (a free of cost web browser based solu on).

                                        Webforms                                             EDI

                Cost                    Free of Cost                                         Please contact an EDI integra on service provider
                                                                                             or WOW accredited VAN for a quote

                Implementation          2-3 weeks                                            4-10 weeks depending on vendor’s readiness
                Time Frame

                PO Volume               Suitable for Low/Medium volume PO transac ons        Suitable for Medium/High volume PO transac ons
                                        (20 PO’s or less per week)                           (more than 20 PO’s per week)

                User Interface          Web Browser                                          Integrated with vendor’s back end system

                Customisation           Standard for all vendors                             Can be customised to suit vendors own business
                                                                                             requirements

                Testing                 Tes ng is not required                               EDI accredita on tes ng must be passed

                Usability               Easy to use by following Webforms Quick              Dependent on vendor’s system
                                        Reference Guide

                Support                 Supported by Woolworths eBusiness team               Supported by vendor’s VAN/so ware
                                                                                             provider/internal IT team

                Automation              Vendors resources need to manage PO’s and            Can be fully automated and integrated with your
                                        generate Invoices in webforms                        back end system

               EDI
               The Woolworths EDI (Electronic Data Interchange) Gateway enables the exchange (2-way) of transac onal business
               documents between Woolworths and Trade Partners. Woolworths EDI is facilitated by Third Party Value Added
               Network Providers (VANs). In order to transact EDI with Woolworths, you will be required to form a rela onship with
               one of our Accredited Value Added Network Partners.

               Woolworths Message Implementa on Guides (MIGs), a list of our Value Added Network Partners, a guide to Ge ng
               Ready for EDI with Woolworths and how to register for EDI is available at:

                                                                                              EDI

               Webforms
               Webforms is a web-based applica on which has been introduced FREE of CHARGE for Woolworths Trade Partners.

               Webforms provides Trade Partners with an opportunity to trade electronically and enjoy similar benefits to those
               currently engaged in EDI with Woolworths.

               Note: New Trade Partners to Woolworths will be provided a webforms account to receive purchase orders and send invoices.

                                                                                                   Webforms

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               INFORMATION FOR VENDORS|Trading Terms

                                                          Applicable to all business units other than
                                                          Australian Supermarkets and Small Stores
                                                          AUSTRALIA & NEW ZEALAND

               The Na onal Vendor Trading Terms document is the legally binding agreement between the par es on how we will do
               business together.

               It is a condi on of supply to Woolworths that the Na onal Vendor Trading Terms are mutually agreed and signed.
               The general condi ons agreed in the Na onal Vendor Trading Terms cover ma ers such as trading terms, warran es,
               indemni es and guarantees. In addi on to the Na onal Vendor Trading Terms, Woolworths requires Vendors to agree to
               terms governing such ma ers as Primary Freight, Logis cs and so on. These terms are provided as supplementary terms or in
               separate agreements where applicable, but are subservient to, and dependent on, agreement and sign-off of the Na onal
               Vendor Trading Terms.

               These terms apply to both Australia and New Zealand and are managed by the Trade Rela ons department at the Norwest
               office. The Na onal Vendor Trading Terms and any other applicable terms included in this Vendor Guide are current at the
                 me of first publica on. Woolworths may update or amend the Na onal Vendor Trading Terms and other applicable terms
               from me to me and the version you are required to sign may differ from the version contained in this Guide.

               Trading Terms for Procurement Vendors
               Trading Terms Le er, the Le er will cover – discounts, delivery terms, rebates and similar ma ers concerning your supply of
               Goods to us.

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               VENDOR TRADING TERMS| Part B - General Terms
               In these Terms “we,” “us” or “our” means the Purchaser, and “you” means the Vendor. All capitalised terms have
               the meaning given to them in the “Defini ons” sec on of these Terms.

               1. PURCHASE AND DELIVERY
               a) You must supply and deliver the Goods in accordance with the me, loca on, volume and other requirements set
                  out in these Terms, the relevant Purchase Order and the Relevant Trading Guide. We are under no obliga on to
                  issue a Purchase Order or any number of Purchase Orders to you over a par cular period.
               b) Goods delivered in respect of separate Purchase Orders must be delivered in separate cartons.
               c) You must not make subs tu ons in respect of the colours, sizes, fabrics, trims or other details of the Goods
                  specified in the Purchase Order without our prior wri en approval.
               d) Delivery will be deemed to have taken place:-

               In Australia: once a Goods Receiving Note has been signed by our authorised officer at the point of receipt into our
                   premises and provided to you or as otherwise agreed in wri ng between the par es;
               In New Zealand: at the point of acknowledgement of receipt into our premises or as otherwise agreed in
                   wri ng between the par es.
               a) In no circumstances will we pay a separate charge, fee or levy of any kind for freight or delivery of the Goods to
                   us. You must keep records in rela on to any Purchase Orders and the delivery of the Goods for at least 12
                   months from the date of delivery of the Goods.
               b) Upon request, you must provide us with independent test reports of all Goods that are subject to any statutory
                   standard including (without limita on) electrical safety standards and Good Safety Standards (Children’s Toys)
                   Regula ons. We may ask you to supply reasonable evidence of your compliance with this paragraph at any me
                   during and for a period of 2 years a er the date of delivery of the Goods.
               c) We may cancel or vary any Purchase Order within 3 business days of issuing the Purchase Order provided that
                   you have not fulfilled or commenced the process of fulfilling the Purchase Order at the me you receive our
                   no ce of cancella on or varia on.

               2. PURCHASE PRICE AND FEES
               2.1 Price
               The price of the Goods is set out in the Purchase Order. You acknowledge that the agreed cost of Goods reduc ons
                   or other price reduc ons such as business volume rebates (Rebates) which are set out in the Commercial
                   Terms will be:
               a) Deducted off the invoice price of the Goods by you; or
               b) Deducted from the payment for the Goods by remi ance.

               2.2 Invoicing
               An invoice se ng out all details regarding pricing, the purchase order number and the vendor number, must:
               In Australia:              Accompany the relevant Goods when they are delivered in accordance with clause 1.

               In New Zealand:            Be sent direct to the Purchaser’s New Zealand support office to coincide with the
                   delivery of the Goods and must not accompany the relevant Goods when they are delivered in accordance
                   with clause 1.

               2.3 Payment
               Subject to clause 2.4 we will pay all rendered invoices on the se lement terms set out in the Commercial Terms.

               2.4 Disputed invoices
               If at any me we either:
               a) Dispute the amount of an invoice; or
               b) Advise you that the Goods to which a disputed amount relates do not meet the standards prescribed by these
                    General Terms (“disputed amount”),

                SIGNATURE OF AUTHORISED REPRESENTATIVE OF                     SIGNATURE OF AUTHORISED REPRESENTATIVE OF
                SUPPLIER:                                                     SUPPLIER:

                Print Name:                           Date:                   Print Name:                           Date:

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               VENDOR TRADING TERMS| Part B - General Terms
               We do not have to pay the disputed amount un l the dispute is resolved but we will pay any undisputed amounts.
                  If the disputed amount has already been paid by us, we can deduct such disputed amount from any moneys
                  due to you. You may not, wholly or par ally, suspend, cancel or withdraw the provision of the Goods or
                  terminate these Terms, if an invoice is disputed.

               3. WQA
               If WQA cer fica on is required and you are not WQA cer fied at the Commencement Date, you must, at your own
                   expense, obtain WQA cer fica on within three months of the Commencement Date. The process for determining
                   applicability of WQA and obtaining WQA Cer fica on is set out at www.wowlink.com.au

               4. REJECTED GOODS
               a) If, at any me, whether a er delivery of or payment for the Goods and notwithstanding our acceptance of the
                    Goods, we find that the Goods do not meet the standards and the requirements set out in these Terms, the
                    Relevant Trading Guide or the relevant Purchase Order, or, if the Goods have use by dates which we consider in
                    our absolute discre on to be insufficient for distribu on and resale by us in the normal course of business, we
                    may no fy you that we have rejected the Goods (Rejected Goods) and will be en tled, at our op on, to do any or
                    all of the following:
               i. Return the Rejected Goods to you at your own cost;
               ii. Require you to replace or repair the Rejected Goods immediately at your own cost;
               iii. Not pay for the Rejected Goods;
               iv. Require you to refund any payments we have made to you for the Rejected Goods;
               v. Require you to pay to us our reasonable costs incurred in obtaining the Goods from someone else;
                    and
               vi. Require you to pay to us our reasonable costs incurred in examining and storing the Rejected Goods.

               5. WARRANTIES AND INDEMNITY
               5.1 General warranties
               You warrant that:
               a) You have the power and authority to enter into these Terms;
               b) If you enter into these Terms as an agent for another party, you are authorised to act for your principal in the
                    manner contemplated by these Terms and your authority has not been withdrawn or revoked;
               c) You have all the permits, licences, cer ficates and accredita on necessary to deliver and supply the Goods in
                    accordance with these Terms;
               d) In entering into and performing your obliga ons you are not, and will not be, in breach of any Relevant
                    Law or any obliga on owed to another person; and
               e) There is no current, pending or threatened li ga on, arbitra on, inves ga on, inquiry or proceeding in which
                    you are involved that will or may have an adverse affect on:
               i. Your business affairs;
               ii. Our reputa on; or
               iii. The performance of any of your obliga ons under these Terms, including the provision of the applicable Goods
                    to us.

               5.2 Warranties in respect of Goods
               On each occasion that you fulfil or purport to fulfil a Purchase Order, you warrant to us that:
               a) The Goods are manufactured, grown, extracted, produced, packaged, labelled, presented, supplied and
                   described in compliance with all Relevant Laws, the Relevant Trading Guides, the WQAs and the relevant
                   Purchase Order or Memorandum of Commitment;
               b) The Goods are of a par cular standard, quality, value, grade, composi on, style, specifica on or model that
                   you have previously represented by sample or conduct and we have previously accepted
               (Approved Sample);
               c) The Goods are of Acceptable Quality, fit for any usual or customary purpose and fit for sale by us to the public;
               d) The Goods are of good material and workmanship, and free from any defect or fault of any kind whatsoever,
                   including in the case of so ware and Goods containing so ware, malware, viruses, worms and other destruc ve
                   codes;

                SIGNATURE OF AUTHORISED REPRESENTATIVE OF                    SIGNATURE OF AUTHORISED REPRESENTATIVE OF
                SUPPLIER:                                                    SUPPLIER:

                Print Name:                           Date:                  Print Name:                            Date:

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               VENDOR TRADING TERMS| Part B - General Terms
               e)         the Goods are safe, and are properly and safely packed and labelled so that they can be delivered
               to our stores, distribu on centres or warehouses in good and merchantable condi on;
               f)         We are purchasing the Goods from you at the agreed price;
               g)         The Goods, the artwork, get up or design of the Goods and the supply of the Goods to us does not and
               will not infringe any third party’s or our Intellectual Property Rights or any Relevant Law;
               h)         The Goods may be sold under the name or descrip on they bear without contravening any Relevant Law;
               i)         All representa ons that you make in rela on to the Goods, whether to us or to any other person
               and including representa ons in adver sing, promo on, on packaging and otherwise, are accurate;
               j)         You have the tle and the right to sell the Goods to us, free of all encumbrances, and we will enjoy quiet
               possession to the Goods; and
               k)         You will ensure at all mes that facili es for the repair of the applicable Goods and the supply of parts for
               the applicable Goods are available for a reasonable period a er delivery.

               5.3       Indemnity
               a)        Nothing in these Terms operates to limit or exclude:
               i.        Liability that cannot by law be limited or excluded;
               ii.       Your liability in respect of the indemni es in clauses 5.3(b) or 5.3(c); and
               iii.      Your liability resul ng from your wilful act or omission.

               b)         You indemnify us upon demand against all loss, damage, costs (including legal costs on a solicitor and own
               client basis) or liability whatsoever suffered or incurred by us, arising out of or in connec on with:
               i.         Any breach by you of these Terms;
               ii.        In Australia:a classifica on of the Goods as either taxable or GST free by the ATO which is different
               to your classifica on of the Goods under clause 7.1(d);
               iii.       In New Zealand:                       a failure of any Goods, when sold by the Purchaser, to comply
               with any warranty or guarantee applicable to the Goods under any Relevant Law;
               iv.        Any death or injury to a person, and any loss or damage to our real or personal property or that of a
               third party, caused by your act or omission; and
               v.         Any infringement of our or any third party’s Intellectual Property Rights and any breach of clause 14
               (Confidentiality and Privacy) or clause 15 (Intellectual Property) by you.

               c)         If a Goods withdrawal or recall occurs (where the Goods are withdrawn from show, recalled voluntarily or
               as a result of any governmental direc on), you indemnify us on demand for all loss, damage, costs or liability
               incurred by us as a result of the Goods withdrawal or recall, including:
               i.         The cost to us of acquiring and holding (including storage and freight) the Goods;
               ii.        The costs and losses of any withdrawal from sale (including loss of profits) and the return of the Goods
               to you or destruc on of the Goods; and
               iii.       Legal costs on a solicitor and own client basis.

               d)       Each amount payable by you to us under the indemnity in clause 5.3(c) is a debt due and payable to us
               on our demand. You agree to pay or credit the amount to us, at our op on, immediately a er issue of the demand
               by us.
               e)       You waive any claim that you may have in rela on to any decision by us to undertake a Goods recall or withdrawal.
               f)       Any amount claimed by us pursuant to the indemnity under clauses 5.3(b) or 5.3(c) will be propor onately
               reduced to the extent that any loss suffered by us can be established to have been caused by our own negligence.

               6.        INSURANCE
               You must have and maintain a public liability/Goods liability policy for personal injury or property damage caused by
               the Goods in either Australia or New Zealand (as the case may require) in an amount of no less than $10,000,000 (in
               the currency of Australia or New Zealand as the case may require) for any one claim (unless we advise you of
               another amount). The policy must be held with a reputable Australian or New Zealand insurer (as the case may
               require) and you must show evidence of the policy (e.g. a cer ficate of currency) upon our request.

                SIGNATURE OF AUTHORISED REPRESENTATIVE OF                       SIGNATURE OF AUTHORISED REPRESENTATIVE OF
                SUPPLIER:                                                       SUPPLIER:

                Print Name:                             Date:                   Print Name:                            Date:

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               VENDOR TRADING TERMS| Part B - General Terms
               7          GST
               7.1        GST (in Australia)
               Unless otherwise stated in this clause, terms used in this clause have the same meaning given to them in the GST Law:
               a)         Each price stated in the Purchase Order and/or a Tax Invoice will be inclusive of any GST.
               b)         You will provide us with a Tax Invoice by the end of the calendar month in which the Goods are supplied or,
               in the case of an adjustment note, in a mely manner.
               c)         In addi on to the Rebates, you will pay to us any GST, for which we become liable, in respect of these Rebates.
               d)         You will inform us whether or not the Goods are to be treated as GST free. You are aware that we
               will rely on your informa on regarding classifica on of the Goods as taxable or GST free.

               7.2       GST (in New Zealand)
               Unless otherwise stated in this clause, terms used in this clause have the same meaning given to them in the GST Law:
               a)        Each price stated in the Purchase Order and/or a Tax Invoice will be exclusive of any GST.
               b)        You will provide us with a Tax Invoice by the end of the calendar month in which the Goods are supplied or,
               in the case of a debit note or credit note, in a mely manner.
               c)        In addi on to the Rebates, you will pay to us any GST, for which we become liable, in respect of these Rebates.
               d)        You will inform us whether or not the supply of Goods is zero rated for GST purposes. You are aware that
               we will rely on your informa on regarding classifica on of the Goods as zero rated for GST purposes.

               8.        TERMINATION
               8.1       Our rights to terminate with cause
               We may immediately terminate these Terms or any Purchase Order for the Goods a er giving you no ce in wri ng if:
               a)        You have breached or are in breach of any of the warran es that you gave us under clause 5;
               b)        We have received, as determined in our reasonable discre on, an unacceptable number of complaints about the Goods;
               c)        The Goods are not supplied in accordance with the delivery schedule as set out in the Purchase Order;
               d)        The supply of the Goods by you is, in our reasonable opinion, irregular or unavailable for a period of not less than 5 weeks;
               e)        We reasonably believe that the manufacturing, packaging, quality, or fitness of the Goods is not sa sfactory;
               f)        Goods are recalled from sale by us either voluntarily or as a result of any governmental direc on;
               g)        You have breached a provision in these Terms which breach results in a material impact on the opera on
               of these Terms or any Purchase Order;
               h)        An Insolvency Event occurs in rela on to you;
               i)        You sell or agree to sell your business; or
               j)        If you are a body corporate and a Change of Control occurs, or occurs in respect of a party who Controls you.

               8.2      Our rights to terminate without cause
               We may terminate these Terms or any Purchase Order for the Goods without cause, upon at least 1 (one) month’s
               wri en no ce to you.

               8.3     Consequences of termination
               a)      If we terminate these Terms under clause 8.1, we may:
               i.      Refuse to accept any delivery and not pay for (or require a refund of any payment made for) any of the
               Goods under a Purchase Order that is not fulfilled or is in the process of being fulfilled at the me of termina on;
               ii.     Return (at your cost) any of the Goods delivered by you and not pay for (or require a refund of any
               payment made for) those Goods;
               iii.    Recover from you any money spent by us in purchasing goods to replace those not delivered due to the
               termina on of these Terms or the non-fulfillment of any Purchase Order; or

                SIGNATURE OF AUTHORISED REPRESENTATIVE OF                     SIGNATURE OF AUTHORISED REPRESENTATIVE OF
                SUPPLIER:                                                     SUPPLIER:

                Print Name:                            Date:                  Print Name:                            Date:

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               VENDOR TRADING TERMS| Part B - General Terms
               iv.                   Without affec ng any addi onal rights we have under clause 4 in rela on to Rejected Goods,
                                     arrange for goods that are the same as or similar to the Goods supplied by you pursuant to
                                     these Terms to be supplied by another person.
               b)               If we terminate these Terms under clause 8.2, we will pay all amounts that become due under an
                                invoice for Goods delivered by you in accordance with these Terms under a Purchase Order that
                                was issued prior to termina on of these Terms.

               9.       COMPLAINT PROCESS
               We may refer any complaint received regarding the Goods directly to you. You must ac on the complaint with a
                    response to the customer or complainant within 24 hours and, on request, provide us with copies of relevant
                    correspondence. You must immediately forward to us any report made pursuant to an inves ga on into the
                    complaint by any Government body or any researcher or research organisa on with respect to the Goods. You
                    must comply with any reasonable direc ons that we give to you in rela on to the complaint.

               10.        ASSIGNMENT
               10.1       Prohibition
               You must not:
               a)              Par ally or wholly assign, novate, encumber or otherwise deal with your rights under these Terms; or
               b)              Make any representa ons or warran es to any prospec ve assignee, successor or buyer of your
                               business to the effect that these Terms will con nue or we will con nue to purchase Goods from
                               you if you sell or agree to sell your business.

               11.       SUB-CONTRACTING
               11.1       Consent
               You must not sub-contract or otherwise arrange, wholly or par ally, for the Goods to be supplied, managed or
                     represented by any other person (Subcontractor) without our prior wri en consent.

               11.2        Supplier’s obligations
               Before engaging or entering into an agreement with a Subcontractor, in addi on to obtaining our consent under
                      clause 11.1, you must ensure that:
               a)               The Subcontractor is suitable to assist in supplying the Goods;
               b)               The assistance that the Subcontractor will give in supplying the Goods will consistently meet the
                                standards and obliga ons required under these Terms; and
               c)               To the extent applicable, the material provisions of these Terms are incorporated into a binding
                                agreement between you and the Subcontractor (Subcontract), so that the terms and condi ons of
                                the Subcontract are substan ally the same as the terms and condi ons of these Terms.

               11.3         No discharge
               Irrespec ve of entering into the Subcontract or the provisions in it you are not discharged from any obliga on or
                      liability that you have to us under or arising from these Terms.

               12.        SERVICE LEVEL CREDIT REGIME
               The par es may agree in wri ng that a Service Level Credit Regime will apply to the Goods.

               13.        DEVELOPED GOODS
               The par es may agree in wri ng that any of the Goods are Developed Goods. If such an agreement is reached then
                      you must supply any Developed Goods exclusively to us for the period set out in the wri en no ce.

               14.        CONFIDENTIALITY AND REPRESENTATIONS
               a)             All terms and condi ons in respect of our business rela onship and any other informa on we
                              provide to you is our confiden al informa on except where such informa on is in the public
                              domain. You must treat as confiden al and not directly or indirectly make any disclosure to any
                              third party or use the confiden al informa on in any way (other than those necessary for you to
                              carry out the terms of this agreement) without our prior wri en consent. Upon request you must
                              return to us any copies of our confiden al informa on in your possession in whatever medium to
                              us or confirm in wri ng that they have been destroyed.

                 SIGNATURE OF AUTHORISED REPRESENTATIVE OF                    SIGNATURE OF AUTHORISED REPRESENTATIVE OF
                 SUPPLIER:                                                    SUPPLIER:

                 Print Name:                          Date:                   Print Name:                           Date:

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