Contents€¦ · Vendor Standards Manual 2 - 5 April 2015 SUPPLY CHAIN PORTAL Introduction Foot Locker Europe has developed a web based portal, Supply Chain Portal (SCP) to increase

Section 2 – Purchase Orders

Vendor Standards Manual 2 - 1 April 2015

Contents2. PURCHASE ORDERS ................................................................................................................ 2

Purchase Order verification ...................................................................................................... 2

EDI / SPS Commerce ............................................................................................................... 2

ASN / EDI ................................................................................................................................. 2

EDI Orders ................................................................................................................................ 4

SUPPLY CHAIN PORTAL ............................................................................................................... 5

Introduction ............................................................................................................................... 5

PO Acknowledge via the Supply Chain Portal ......................................................................... 6

Print the selected Order lines. .................................................................................................. 9

Order reconciliation ................................................................................................................ 12

Cancelled orders .................................................................................................................... 12

Billing Information ................................................................................................................... 13

Delivery Information ............................................................................................................... 13

INCOTERMS 2010 ........................................................................................................................ 13

FOOT LOCKER TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS .................... 15

ARTICLE 1. DEFINITIONS .................................................................................................... 15

ARTICLE 2. CONDITIONS APPLICABLE ............................................................................. 16

ARTICLE 3. PRICE AND PAYMENT ..................................................................................... 16

ARTICLE 4. WARRANTIES AND LIABILITY ......................................................................... 16

ARTICLE 5. CHANGES ......................................................................................................... 17

ARTICLE 6. DELIVERY ......................................................................................................... 17

ARTICLE 7. TESTING, INSPECTION, RESPONSIBILITIES AND LIABILITY ...................... 18

ARTICLE 8. TERMINATION .................................................................................................. 19

ARTICLE 9. INSURANCE ...................................................................................................... 20

ARTICLE 10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS ................. 20

ARTICLE 11. WAIVER, ENTIRE AGREEMENT .................................................................... 21

ARTICLE 12. RELATIONSHIP BETWEEN THE PARTIES ................................................... 21

ARTICLE 13. INVALIDITY ...................................................................................................... 21

ARTICLE 14. ASSIGNMENT AND CHANGE OF CONTROL ............................................... 21

ARTICLE 15. FORCE MAJEURE .......................................................................................... 21

ARTICLE 16. JURISDICTION AND APPLICABLE LAW ....................................................... 21

ARTICLE 17. NOTICES ......................................................................................................... 22



PURCHASE ORDERS Purchase Order verification You must receive a valid Purchase Order (“PO”) from Foot Locker Europe (FLE) There are two types of valid Purchase Orders

1. An EDI Purchase Order: for those suppliers that have signed an EDI Agreement with Foot Locker Europe

2. Purchase Order in the Supply Chain Portal (see page 2-6) Verify the accuracy of all Purchase Order details including cost price, payment terms, pack type and special handling requirements prior to shipment. Do not ship merchandise until you verify that all discrepancies on the Purchase Order have been corrected by requesting a new copy reflecting the change, or an EDI PO change (860) transmission. Cost and payment term differences are not reimbursable if the Purchase Order is not correct. Do not ship against telephone orders, worksheets or verbal commitments and ship a Purchase Order in its entirety unless otherwise noted. All Purchase Orders are subject to Foot Locker’s terms and conditions, a copy of which is included in this Manual. These terms and conditions will also be printed with the Purchase Orders via the Supply Chain Portal and are also available via our website. EDI / SPS Commerce In keeping with our strategic initiative to grow our business and improve efficiencies in all areas of our operations, Foot Locker Europe has decided to convert suppliers from the manual processing of paper documents to an electronic means of exchanging data through the use of EDI. In addition, we have also decided to standardize the way we access and manage our vendor product data by utilizing the hosted Catalog service offered by our partner SPS Commerce. EDI will be mandatory in the future ASN / EDI An ASN is a document that provides detailed information about pending deliveries. The purpose of ASN is to notify the customer (Foot Locker Europe) when shipping occurs and provides physical characteristics about the shipment, so the customer can be prepared to accept delivery. The ASN message is usually sent over the internet using Electronic Data Interchange (EDI) or extensible markup language formats (XML). The ASN ‘message’ provides information about when an order will be shipped, which items are being shipped and physical characteristics such as the shipment’s weight, number of cartons and packaging descriptions. The ASN also describes the order transportation mode and which carrier is used for shipping.



Foot Locker and his partner SPS Commerce started with approaching suppliers as of February 13th 2013. Suppliers are approached with the letter presented below.



EDI Orders All Foot Locker EDI transactions are within the accepted VICS (Voluntary Inter-Industry Communication Standards) guidelines. See also: http://barcodes.gs1us.org/dnn_bcec/Default.aspx?tabid=104 Foot Locker Europe can send following EDI documents:

816 - Organizational Relationship 820 - Payments/Remittance Advice 850 - Purchase Order 860 - Purchase Order Change 997 - Functional Acknowledgement

Foot Locker Europe can receive the following EDI documents:

810- Invoice 855- Purchase order acknowledgement 856- Advanced Ship Notice (ASN) 870- Order Status Report 997- Functional Acknowledgement

Should you wish to become an EDI trading partner please contact the Supply Chain dept. at the European Service Center.



SUPPLY CHAIN PORTAL Introduction Foot Locker Europe has developed a web based portal, Supply Chain Portal (SCP) to increase the visibility of the order status. Via this SCP the vendor will have a direct, real-time view of the order data, with ability to retrieve the official Purchase Order from the SCP. The SCP will cover the total order flow, from order creation until delivery at the European Service Center, with history and event log of each change made. Once the purchase order (PO) has been created in our host system (mainframe) it will be synchronized with the portal during the following night. From that point onwards, the SCP will help you manage the PO life cycle throughout a number of modules: 1. PO Acknowledgement

PO Acknowledgment is the module where you must acknowledge the receipt of the Purchase Order. You will have the option to make immediate changes in the SCP before confirmation. (Page 2-5)

2. PO Reconciliation PO reconciliation is a module to reconcile the FLE order book with your data. Discrepancies between Style number, Units costs and Qty will be visible in the Order reconciliation page and remain on this page until the discrepancy has disappeared or the PO has been delivered. (Page 2-11) This page does also show the Cancelled orders from Foot Locker side which you to reconcile and either confirm or reject. It also gives you the ability to cancel orders from your side.

3. DSR Upload. (Delivery Status Report) The DSR Upload will allow our vendors to upload their DSR directly into the portal. All PO changes contained in the DSR will be visible immediately to both Foot Locker and the Vendor, discrepancies in Price, Style and Qty will be displayed on Reconciliation page.

4. Intake Planning This module is used to call of orders for intake. Big difference is that Foot Locker will only request the delivery date, Delivery time and slotbooking will be generated in the next module, slot bookings. In case the requested delivery date is OK the vendor can start to make a slotbooking, but in case the delivery date is not feasible the vendor can request a re-schedule via the intake module.

5. Slot Bookings Via the slotbooking module the vendor can make reserve a slot time and will get a slotbooking number once he confirmed the delivery. Slot times are generated automatically based on set parameters. (pallet or Floor loaded, product type and packaging type.



A separate user Manual is available and will be released with the go-live of a new module or a significant update in software. This will be distributed to all users who have access to the SCP. PO Acknowledge via the Supply Chain Portal When the PO has been created in our ERP system it will be available for the Buyer only in the SCP. First step for the buyer is to verify if all information is correct before the release to the vendor. Once verified the buyer will release the Purchase order(s) to the vendor in the SCP and it will be available immediately. A separate email notification will be send to alert there are new orders available for you to confirm. This e-mail will notify the vendor with new “to be confirmed” order lines in the “Orders to confirm” overview.

Order lines which are released by Foot Locker Europe over the past 24 hours And are not confirmed yet

If the number of lines is 1 or higher, an e-mail will be sent to all active users of the vendor. This is a one-time confirmation to acknowledge the receipt of the order. Order line updates still can be made after confirmation; discrepancies will be displayed in the reconciliation page. Note: Order confirmation via the portal is mandatory !! You will receive the following e-mail:

From: FLE SCP [[email protected]]

Sent: 02-02-2013 04:00To: [email protected]

Subject: Foot Locker SCP : Order notification

Changed and/or new order lines are requiring your confirmation.

Please visit the “Order lines to confirm” overview viahttps://scp.footlocker.eu/orders/toconfirmoverview.aspx.

Via the link in the email you will directly be guided to the log in of the portal and after you logged in the below screen will appear. At the right side you will see a flag that the orders are waiting “to be confirmed” by the vendor



The vendor can confirm one or multiple lines by performing a group action. Press <Show order lines> and the screen will change and several options will become available. A checkbox will appear next to the PO nbr to select the order and perform one of the displayed actions

Options which can be performed from this screen are:

Export to Excel of the displayed orders Confirm the selected, this means you acknowledge the receipt of the Purchase

Order Update orders, you can update the cost price and the style number Print a hardcopy of the selected PO (see page.. Cancel the selected lines



All header names which are underlined can be pressed to be sorted, first time A-Z, second time Z-A

Or (re)view the details by clicking “View line details”. Order line details After clicking “View line details” the details of the line will be displayed.

All changes are logged and can be found at the bottom of the page, last change is displayed first. This history logs: when, who, what and how and why changes were made.



The detail page shows all information, linked to the selected individual line. The vendor can choose to confirm the line, or update the line by selecting the “Edit line” button. Print the selected Order lines. From the Order Overview you have the option to print the selected order lines. Search via filter option to the FLE PO number, select <show order lines> and the PO’s can be selected. With this action also the option to print the selected order lines is opened. Below some examples for Bin, Caselot and Multilot order types with some additional explanations:



Example for Bin

A = Foot Locker Purchase Order (PO nbr), the number shows the nbr of orderlines B = Foot Locker SKU number and description C = Packaging Type, Caselot, Multilot or Bin D = Total Purchase Order quantity E = Sizes and quantity per size F = Unit Costs price G = FL requested delivery date (always a Monday representing week of delivery) H = Confirmation date



Example for Caselot and Multilot is similar to the Bin order except for the packaging part

A = Packaging Type, can be Caselot, Multilot or Bin B = CL schedule, 5 digit number, to be filled with leading zero’s C = Total Purchase Order quantity D = Units per Case to be packed per caselot E = Total number of Caselots F = Size breakdown per caselot schedule G = Total number of units per size (=E*F) Note: For Multi lots the vendor is free to pack the number of inner packs per cartons keeping in mind the carton measurement restrictions, section 6. The terms and conditions are printed only once at the end of each print out request. In case you are printing more than 1 Purchase Order, the terms and conditions are only printed once. A detailed Manual for the Supply Chain is available and can be requested at the Supply Chain Department of the FLE Service Center



Order reconciliation With the Order Reconciliation page you will be able to recognize all discrepancies between the Order Status (cancellations), Style numbers, Unit costs price and ordered quantities. By uploading a Delivery Status Report (DSR) with your ERP data the portal will compare the above fields with the Foot Locker ERP data, any discrepancies are highlighted in yellow. PO lines which are within 12 weeks of the FLE Expected delivery date are highlighted in red and need urgent attention. All PO with a discrepancy will remain in the reconciliation page until the discrepancy is solved or the PO is delivered.

Note: PO’s with a discrepancy on price that are delivered are subject to be held for payment by our finance department. It’s very important to solve price discrepancies before the actual delivery. Cancelled orders Orders which are cancelled from Foot Locker side are also presented to the vendor. The vendor is required to reply on this status by confirming or rejecting the cancellation. In this way we consider the Vendor to be informed about the cancellation. Orders cancelled by Foot Locker can be easily filtered in the portal when the check box “Foot Locker cancellation unconfirmed” is marked. On the other hand also the vendor is able to request a cancellation from their side, this will also appear on the reconciliation page and confirmation is requested from the Foot Locker buyer. The cancelation request can also be cancelled. When both parties agree and confirm the cancellation the PO will disappear from the reconciliation page.



Billing Information All merchandise invoices should be addessed and send to:

Foot Locker Europe B.V. Attention: Accounts payable P.O Box 309

4130 EH Vianen The Netherlands

Include your vendor number and Purchase Order Number on all invoices and correspondence. See also section 8-2 Delivery Information All Purchase Orders should be delivered to the Foot Locker Service Center unless you received different information from the buyer. Delivery Address: FLE Logistics BV De Grens 27 6598DK Heijen The Netherlands Phone: 0485-550700 All shipments must be announced to the planning department at FLE Logistics See section 7-1, Appointment scheduling

INCOTERMS 2010

The International Chamber of Commerce (ICC) launched the new Incoterms 2010 rules on 16 September 2010. The Incoterms rules are a series of internationally recognized standardized terms governing the costs, risks and practical arrangements of the sale of goods, so the new rules are relevant for anyone involved in the buying and selling of goods and services relating to the movement of goods, especially international traders. Taking effect from 1 January 2011, the new rules reflect the changes in international trade since the last version of the rules was published in 2000 (Incoterms 2000 rules). There are significant changes: four Incoterms rules have been abolished and two new ones have been developed. There are changes to deal with cargo security and insurance, and the rules have been generally updated to make them more user friendly and mirror the modern language of international trade.



Changes to old existing terms have also changed like, FOB, also sellers and buyers need to be extremely careful when arranging for freight main carriage to ensure that terminal and port charges are clearly understood on which party is responsible for charges.



Recommended Modes of Transportation

FOOT LOCKER TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS

These Terms and Conditions shall apply to all the purchases of goods and supplies of whatever nature by FOOT LOCKER EUROPE BV, a Dutch corporation having its registered address at Ir. D.S. Tuijnmanweg 3-5, 4131 PN Vianen, The Netherlands, registered in the Register of Commerce of Utrecht under number 23067735, VAT number NL 8005.36.253b01 (hereinafter referred to as "Foot Locker"). ARTICLE 1. DEFINITIONS 1.1 “Terms and Conditions” shall mean these Terms and Conditions, 1.2 "Delivery Date" shall mean the date agreed between Foot Locker and Vendor for the

delivery of the Goods to the Location, as specified on the Purchase Order, 1.3 "Goods" shall mean the goods and/or supplies, as described in the Purchase Order,

with the exception of footwear, apparel and accessory items sold to the public in Foot Locker stores,

1.4 "Price" shall mean the agreed price as detailed on the Purchase Order, exclusive of VAT,

1.5 "Location" shall mean the location to which the Goods must be delivered, and which is specified on the Purchase Order,

1.6 "Purchase Order” shall mean an order placed by Foot Locker for the purchase of Goods,

1.7 “Vendor” shall mean the seller of the Goods, as described on the Purchase Order.



ARTICLE 2. CONDITIONS APPLICABLE 2.1 These Terms and Conditions shall apply to all Purchase Orders for Goods placed by Foot Locker. Deviations from and additions to these Terms and Conditions shall only be valid if they have been expressly agreed in writing.

2.3 Acceptance of a Purchase Order, as well as dispatch or delivery of the Goods by Vendor shall be deemed conclusive evidence of Vendor’s acceptance of these Terms and Conditions. 2.4 All Purchase Orders will be raised in Euros, unless otherwise specified on the Purchase Order. 2.5 None of the terms and conditions contained in Vendor’s quotation documents, acknowledgments, invoices, delivery documents or other forms of acceptance of the Purchase Order shall apply. Acceptance of Goods by Foot Locker shall not constitute acceptance of Vendor’s terms and conditions.

ARTICLE 3. PRICE AND PAYMENT 3.1 The Price for the Goods is described on the Purchase Order. 3.2 Prices recorded on the Purchase Order are total prices and cannot be increased with any additional charges whatsoever for ancillary costs such as carriage, freight, insurance, licenses and duties, packaging, labeling and any other governmental or official levies, which shall be borne by Vendor, unless the Purchase Order states otherwise. 3.3 Vendor’s invoices shall be issued after complete delivery and acceptance of the Goods by Foot Locker. The invoices shall be payable 45 days from receipt of the invoice. Foot Locker reserves the right to protest invoices in good faith, in which case payment shall be suspended without any late interests or indemnity being due. 3.4 Vendor shall ensure that all invoices be addressed to the correct Foot Locker legal entity and address as mentioned on the Purchase Order. The invoice must specify the Purchase Order number, Price, currency and VAT number and shall be sent to the address specified on the Purchase Order. 3.5 Vendor acknowledges that failure to invoice Foot Locker correctly may result in payment delays, without a right to claim any late fees or penalties. 3.6 Invoices can only be issued based on a Purchase Order. No payments will be made without a Purchase Order. ARTICLE 4. WARRANTIES AND LIABILITY 4.1 Vendor warrants, guarantees and represents that:

(A) the Goods will be manufactured, stored, tested, packed, labeled, transported and supplied in accordance with the description contained in Foot Locker’s specification and/or on the Purchase Order, and will be in accordance with applicable industry standards, laws, rules and regulations of, among others, the European Union as well as Dutch and/or relevant domestic laws of European



Union member countries – where applicable – dealing with, without limitation, hazardous products, advertising, labeling, consumer protection, guarantees for consumer goods, language, packaging, product liability, customs, country of origin requirements, intellectual property regulations, health & safety requirements, and any other laws, rules and regulations applicable to the sale, purchase and delivery of the Goods;

(B) all implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the Goods will be respected;

(C) Vendor represents, warrants and guarantees that the Goods shall be of merchantable quality, be fit for the purpose for which they are sold, and in a sale by description: correspond to the description, or in a sale by sample: correspond to the sample;

(D) all representations, statements or warranties made or given by Vendor (whether orally in writing or in any of the Vendor’s brochures catalogues and advertisements) regarding the quality and fitness for purpose of the Goods shall be deemed to be express conditions;

(E) any packaging of the Goods shall be of satisfactory quality and fit for the purposes for which Foot Locker intends to use such Goods.

4.2 All of the representations, warranties, guarantees and indemnities contained in these Terms and Conditions shall survive the delivery and acceptance of the Goods. 4.3 All rights and remedies are cumulative and in addition to those which Foot Locker has under law and equity.

ARTICLE 5. CHANGES 5.1 Vendor shall not deviate from any specifications referred to in a Purchase Order or from any sample approved by Foot Locker, without the prior written consent of an authorized representative of Foot Locker. 5.2 Foot Locker may at any time, by a written Purchase Order, make reasonable changes to any one or more of the following: (1) drawings, designs or specifications; (2) method of shipment or packaging; and (3) place of delivery. If an amendment to a Purchase Order causes an increase or decrease in the Price or the time required for the performance of any part of the work under such Purchase Order, an equitable adjustment shall be made to the Price or delivery schedule, or both, and the Purchase Order will be modified in writing upon receipt of an amended quotation.

ARTICLE 6. DELIVERY 6.1 The Delivery Date is of the essence. The Delivery Date is specified on the Purchase Order. 6.2 Risk to the Goods shall pass to Foot Locker only upon delivery of the Goods to the Location and upon acceptance of the Goods by a representative of Foot Locker. 6.3 Vendor is responsible for all storage of the Goods until they are dispatched.



ARTICLE 7. TESTING, INSPECTION, RESPONSIBILITIES AND LIABILITY 7.1 The Goods shall be delivered to Foot Locker at the Location indicated on the Purchase Order. Final inspection and acceptance of Goods shall be at the Location, unless otherwise agreed in writing. 7.2 Vendor shall permit Foot Locker to inspect and test the Goods, at reasonable times and upon reasonable notice, during their manufacture and processing, although for the avoidance of doubt no inspection or approval of the Goods by Foot Locker prior to delivery shall lessen, reduce or prejudice Foot Locker’s rights and remedies against Vendor in the event that the Goods are not of the necessary quality, design or standard. 7.3 Vendor may not ship under reservation. Delivery of all or any part of the Goods which does not conform to the terms of the Purchase Order as to, among others, quality, quantity, assortment, packing, or packaging can be rejected by Foot Locker at its own discretion, and Vendor shall be charged among others, for the handling and return shipping expenses. Rejected Goods shall be deemed to be the property of Vendor. Acceptance of the Goods shall not take place, in any case, until after Foot Locker has actually inspected the Goods and ascertained that they are in accordance with the Purchase Order and specifications given. Special mention is made to partial shipments, where Foot Locker shall retain total discretion in accepting or rejecting such partial deliveries. Also any delivery that may be deemed to materially impair the value of the Goods, and constitute a breach of the terms of the Purchase Order, can be canceled or rejected by Foot Locker and returned to Vendor, at Vendor’s expense, or removed from the Location. 7.4 With regard to defective Goods, which can be returned by Foot Locker at the moment of delivery or at any later point in time when such defect becomes apparent, Vendor shall reimburse Foot Locker for all actual expenses that Foot Locker may incur with respect to the same. Foot Locker may withhold against any payment due to Vendor the Price of such Goods until the defective Goods have been replaced within a reasonable time of receipt of the written notice from Foot Locker to do so, or until an agreement has been reached regarding the indemnification due by the Vendor regarding the defective Goods, and such without prejudice to Foot Locker’s other rights in such case. Acceptance of any delivery shall not prevent Foot Locker’s subsequent rejection of any delivery of Goods that do not conform to the terms of the Purchase Order. 7.5 If Vendor fails to deliver the Goods by the Delivery Date or in accordance with the specifications on the Purchase Order, Foot Locker reserves the right to cancel the Purchase Order and purchase the Goods elsewhere and Vendor shall be responsible for any additional cost, expense or damage incurred by Foot Locker in connection with obtaining the Goods from a different vendor, unless Foot Locker would indicate in a written notice to the Vendor that it would expect Vendor to immediately replace such Goods or deliver them at a later date indicated by Foot Locker. Foot Locker also reserves the right to claim compensation. 7.6 To the extent that Vendor, Vendor’s agents, employees or contractors enter premises occupied by or under control of Foot Locker in the course of the performance of a Purchase Order, Vendor shall take all necessary precautions to prevent the occurrence of any injury (including death) to any person or damage to any property



arising out of any acts or omissions of Vendor or any of its agents, employees or contractors (except to the extent that any such injury or damage is due solely and directly to Foot Locker’s gross negligence), and Vendor shall indemnify Foot Locker against any loss, claim damage, liability, expense (including reasonable attorney’s fees) and disbursements of any kind whatsoever arising due to any act or omission of Vendor, its agents, employees or contractors. ARTICLE 8. TERMINATION 8.1 A party (the "Non-defaulting Party") may by giving notice to the other party (the "Defaulting Party") cancel a Purchase Order with immediate effect if:

(A) the Defaulting Party is in breach of Article 10 (Confidentiality and Intellectual

Property Rights); (B) the Defaulting Party fails to pay an amount due under these Terms and

Conditions within 30 days of the due date and such breach has not been remedied by appropriate remedial action within 30 days after receipt by the Defaulting Party of a registered notice from the Non-defaulting Party requiring such remedy, and always provided the non-payment is not due to a good-faith protest of the amount claimed as due;

(C) the Defaulting Party is in breach of any other clause of these Terms and Conditions and such breach has not been remedied by appropriate remedial action within 10 days after receipt by the Defaulting Party of a written notice from the Non-defaulting Party requiring such remedy, and not withstanding Foot Locker’s right to immediate termination stated otherwise in this Agreement, and specially in art. 7.3 and art. 7.5;

(D) any procedure is commenced in view of winding-up or re-organization of the Defaulting Party or in view of appointing an administrator, receiver or trustee in bankruptcy in relation to the Defaulting Party on all or substantially all of its assets;

(E) the holder of any security over all or substantially all of the assets of the Defaulting Party takes any step to enforce that security;

(F) all or substantially all of the assets of the Defaulting Party are subject to attachment, sequestration, execution or any similar process;

(G) the Defaulting Party is unable to pay its debts as it falls due or enters into a composition or arrangement with its creditors or any class of them; or

(H) anything analogous to any of the events described in paragraphs (D) to (G) occurs in any jurisdiction.

8.2 In the event of cancellation of a Purchase Order based on this clause, all the rights and obligations of the Parties shall forthwith cease, except for those provisions expressly stated to continue without limit in time. 8.3 For the avoidance of doubt Foot Locker’s right to cancel a Purchase Order in accordance with this clause is not exclusive of any rights, powers and remedies provided by law.



ARTICLE 9. INSURANCE 9.1 Vendor shall, at all times, procure and maintain appropriate insurance with a reputable insurer, covering all of its liability under this Agreement, and shall provide Foot Locker with a copy or certificate of such insurance at first demand. The cost of taking out such insurance is included within the Price. The insurance cover shall include, among others:

Employer Liability Insurance; Comprehensive General Liability Insurance; Property Insurance in an amount sufficient to cover loss due to damage, loss or

theft. as necessary to cover Foot Locker from such risks and claims.

ARTICLE 10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS 10.1 All materials including, among others, specifications, patterns, drawings, photographs, samples and information provided by Foot Locker to Vendor shall be considered at all times as Confidential Information and shall remain the exclusive property of Foot Locker and shall not be disclosed by Vendor to any third party without Foot Locker's written consent. 10.2 Vendor shall not use Foot Locker's property referred to in clause 10.1 above nor allow it to be used for any purpose other than the supply of Goods in accordance with the Purchase Order.

10.3 The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Vendor in these Terms and Conditions shall survive their expiration or termination, as the case may be. 10.4 Vendor shall indemnify Foot Locker against any third party course of action based on the claim that the Goods, equipment, materials developed and/or delivered by the Vendor infringe an intellectual or industrial property right. Vendor shall promptly defend all such claims by the use of attorneys of its choice, which choice shall be reasonably acceptable to Foot Locker. Vendor will keep Foot Locker fully informed as to the progress of such defense. 10.5 Neither Party shall have any right to copy, reproduce, display or in any other way make any use of the other Party’s trade name, copyrights, patents and trademarks without such Party’s previous written consent. These Terms and Conditions do not grant any right or license to any Party to use the name, trademark, patents or copyright of the other. Nothing contained in these Terms and Conditions shall be construed as an assignment or grant of any right, title or interest in or to the trade name, copyrights, patents or trademarks from one Party to the other. 10.6 Vendor shall not disclose to present or prospective clients, or otherwise in its marketing materials, that it delivers Goods to Foot Locker. 10.7 The Parties hereby acknowledge and expressly agree that, in those cases where either Vendor alone or Vendor and Foot Locker jointly create or jointly contribute to the creation of new material under the terms of a Purchase Order that is susceptible of



intellectual property protection (under, without limitation, patent law, copyright law, trademark law, know-how, business methods), then all rights, title and interest on such new materials shall belong to Foot Locker and Foot Locker shall have, for all legal purposes, title and ownership on such intellectual property rights created under a Purchase Order, whereby the contribution made by the Vendor will be considered as “Work for Hire”. Vendor hereby waives any moral rights that Vendor may have with respect to such materials. In case such rights and ownership are not directly attributed to Foot Locker under an applicable jurisdiction, then Vendor hereby expressly agrees to take all necessary legal steps under such jurisdiction to transfer said title and ownership to Foot Locker in a permanent, irrevocable and exclusive manner, without compensation. ARTICLE 11. WAIVER, ENTIRE AGREEMENT 11.1 No waiver by Foot Locker (whether express or implied) in enforcing any of its rights under these Terms and Conditions shall prejudice its rights to do so in the future. 11.2 These Terms and Conditions and the Purchase Order constitute the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof. It supersedes any other previous agreements, negotiations, representations and undertakings. These Terms and Conditions and the Purchase Order may not be amended or modified, except in writing, duly signed by Foot Locker. ARTICLE 12. RELATIONSHIP BETWEEN THE PARTIES 12.1 Neither party shall represent itself as an agent or legal representative of the other party or its affiliates for any purpose whatsoever and shall have no right to create or assume any obligation of any kind, express or implied, for or on behalf of them in any way whatsoever. ARTICLE 13. INVALIDITY 13.1 In the event that any of the provisions of these Terms and Conditions are held to be invalid, the remainder of the Terms and Conditions will continue in full force and effect. ARTICLE 14. ASSIGNMENT AND CHANGE OF CONTROL 14.1 Vendor cannot assign any of its rights or duties under the Purchase Order and/or these Terms and Conditions without the prior written consent of Foot Locker.

ARTICLE 15. FORCE MAJEURE 15.1 Neither party shall be in breach nor incur any liability to the other if a Party is unable to comply with its obligations under a Purchase Order and/or these Terms and Conditions due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party. 15.2 In the event of any such occurrences affecting one of the Parties, such Party shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the Purchase Order on notice taking effect immediately upon receipt. ARTICLE 16. JURISDICTION AND APPLICABLE LAW 16.1 This contract is subject to the laws of The Netherlands. The Vienna Sales Convention of 1980 shall not apply.



16.2 All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the competent Courts of Amsterdam, The Netherlands ARTICLE 17. NOTICES 17.1 All notifications to be effected under these Terms and Conditions and/or the Purchase Order shall, unless specified otherwise on the Purchase Order, be delivered by special courier or sent by registered mail return receipt, as follows: - if to Foot Locker:

Foot Locker Europe BV Ir. D.S. Tuijnmanweg 3-5 4131 PN Vianen The Netherlands

- if to Vendor, to the address specified on the Purchase Order. 17.2 The Parties may change their address for receipt of notices at any time upon written notice to the other Party.

Documents

Contents€¦ · Vendor Standards Manual 2 - 5 April 2015 SUPPLY CHAIN PORTAL Introduction Foot Locker Europe has developed a web based portal, Supply Chain Portal (SCP) to increase