Vendor Compliance Manual - Icon Health & Fitness Compliance Manual.pdfUsing the Vendor Compliance Manual This manual is designed to provide you with ICON Health & Fitness, Inc.’s

VENDOR

COMPLIANCE

MANUAL

Using the Vendor Compliance Manual This manual is designed to provide you with ICON Health & Fitness, Inc.’s (ICON) supply chain requirements. Please carefully review and share the manuals contents with the appropriate personnel in your company to ensure that the requirements are universally understood and achieved. The manual’s contents will be updated from time to time and adherence to these changes shall be your responsibility. The most current version can be accessed on our website at http://www.iconfitness.com/supplier.

If you have any questions or comments about this manual, please contact ICON’s Vendor Relations Department at:

ICON Health & Fitness, Inc. C/O Vendor Relations Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 786-3647 Fax: (435) 750-3651

Draft Date: 6/26/2006 2 Draft Version 4

Table of Contents

1 - Code of Conduct Overview 1-1 Conduct in the Workplace 1-2 Conflict of Interest 1-3 Company Property and Records 1-4 Buying Practice 1-5

2 - Legal Overview 2-1 Compliance with Laws 2-2 Compliance with Sourcing Policy 2-3 Federal Contractor Compliance 2-4 Vendor Agreement 2-5

3 - Insurance Overview 3-1 Product Liability Insurance Requirements 3-2

4 - Quality Assurance Overview 4-1 Manufacturing and Quality Requirements 4-2 On-Site Inspection / Surveys 4-3 Drawings and Specifications 4-4 Product Certifications 4-5 Material Safety Data Sheets 4-6 First Article Inspection 4-7 Changes in Processes, Materials, or Procedures 4-8 Rework 4-9 Certified Supplier Program 4-10 Product Inspection 4-11

5 - Purchase Orders Overview 5-1 Purchase Order Polices and Procedures 5-2 Replacement Parts 5-3

6 - Packaging - Production Materials Overview 6-1 General Packaging and Shipping Requirements 6-2 Specific Product Packaging and Shipping Requirements 6-3

7 - Packaging - Finished Goods Overview 7-1 General Packaging and Shipping Requirements 7-2


8 - Transportation Routing Overview 8-1 Shipping Window 8-2 Types of Shipments 8-3 Title and Risk of Loss 8-4 Accessorial Charges 8-5 Routing Instructions 8-6 Miscellaneous Transportation Policies and Procedures 8-7

9 - Accounts Payable Overview 9-1 Vendor Qualification 9-2 Changes to Vendor File 9-3 Invoice Requirements 9-4 Invoice Resolution Procedures 9-5

10 - Electronic Data Interchange Overview 10-1 Benefits 10-2 Cost 10-3 EDI Requirements 10-4 EDI Implementation 10-5

11 - Returns and Recalls Overview 11-1 Return to Vendor Policy 11-2

12 - Reimbursement Policy Overview 12-1 Reimbursement Policy 12-2 Reimbursement Table 12-3

13 - Appendix Vendor Agreement 13-1 New Vendor Request Form 13-2 Vendor Dispute Claim Form 13-3

14 - Contacts 14-1 Draft Date: 6/26/2006 4 Draft Version 4

1-Code of Conduct

1-1 Overview

This section contains ICON’s Code of Business Conduct. As a supplier to ICON, you are an integral part of our business success and we expect you to adhere to the same high ethical standards in doing business with ICON that we require for our employees.

1-2 Conduct in the Workplace

ICON is committed to providing a safe, orderly, diverse, and tolerant work environment, free of discrimination and harassment. As ICON employees, we are expected to grant others the same respect, cooperation, and dignity we wish for ourselves. ICON is an equal employment opportunity employer and discriminating against any ICON employee or person with whom we have business dealings on the basis of race, color, religion, sex, age, marital status, national origin, disability, or veteran status is not permitted.

1-3 Conflicts of Interest

When we are engaged in ICON’s business, we are expected to act in the Company’s best interest. We must avoid conflicts of interest in which we use our position at ICON to benefit personally or to benefit someone else. We must avoid the appearance of such conflicts and should never act through someone else to violate this policy. We should never receive any improper benefits, monetary or otherwise, from any organization that is a supplier to ICON, or who seeks to do business with ICON. We will not influence any other businesses improperly by offering gifts or benefits. Perishable gifts offered by vendors, such as food or candy, should be donated to a charitable organization or shared with other ICON employees. Accepting invitations to sporting, social, or business events is allowed if your manager approves such invitations. We must never give ICON funds, property, services, or labor, directly or indirectly, to any domestic government official or agent, or foreign government official or agent in order to obtain business for ICON; or to obtain any special or unusual treatment for the Company. Knowing where to draw the line when giving and receiving gifts or entertainment requires common sense and good judgment. Avoid situations that may be subject to question or give the appearance of a conflict of interest.

1-4 Company Property and Records

We have a responsibility to care for all the Company’s assets including inventory, cash, supplies, facilities, and computer resources. Certain business information must be kept confidential, since disclosure could cause damage to ICON, our suppliers, and others. As a general rule, any matters not publicized by ICON should Draft Date: 6/26/2006 5 Draft Version 4

be viewed as confidential. We should never give out confidential business information to people outside of ICON, or even to employees who have no need to know. Additionally, ICON employees should not induce others to violate the confidentiality of other corporations. Vendors, or vendors who are acting as brokers or agents, visiting any ICON facility are not allowed beyond the main reception area unless accompanied by an ICON representative. ICON adheres to the highest ethical standards in gathering, using, and safeguarding customer information that is entrusted to the company. Records containing personal information about employees, customers, vendors, and suppliers must be kept confidential. Access to such records is limited to managers and others with a specific need to use the information in the performance of their duties.

1-5 Buying Practices

ICON employees who make buying decisions must be well informed about the suppliers they select and must always consider their financial conditions, trade reputations, and reliability. We should deal only with suppliers who share ICON’s commitment to the highest ethical business standards and who have proven records of supplying safe, quality products in conformance with the law. Draft Date: 6/26/2006 6 Draft Version 4

2-Legal

2-1 Overview

This section outlines specific legal requirements and your obligations when conducting business with ICON.

2-2 Compliance with Laws

All products sold by vendors to ICON have been, or will be produced and delivered in compliance with all requirements of any applicable federal, state, or local laws and regulations.

2-3 Compliance with ICON’s Sourcing Policy

The purpose of ICON’s Sourcing Policy is to ensure that ICON Health & Fitness, Inc. conducts business with vendors who are committed to the highest ethical business standards. The entire text of ICON’s Sourcing Policy has been incorporated into the Vendor Agreement (subsection 8), which can be found in this manual at 13-1. On visits to factories for any purpose, ICON employees and its agents are asked to be watchful for the apparent use of prison or forced labor, or illegal child labor, or indications of inaccurate country-of-origin labeling; and shall report questionable conduct in these areas to ICON’s management. You may be asked to provide ICON personnel, or auditors commissioned by ICON, with access to your (and your subcontractors’) production facilities and applicable business records, including without limitation, employment records, shipping documents, and production records to confirm compliance with ICON’s Sourcing Policy and applicable laws. ICON, or our auditors, may also conduct random or periodic unannounced inspections or audits to determine compliance.

If ICON or our auditors identifies any compliance issues we may:

• Direct you to comply. • Assist you in complying • If ICON directs you to comply, ICON may elect to require a follow-up audit to

verify your compliance. The cost of any such follow-up audit will be charged to you.

• Terminate our relationship.

2-4 Federal Contractor Compliance ICON is a federal contractor and as such is subject to certain U.S. Federal regulations in matters pertaining to Affirmative Action and Equal Employment Opportunity.

ICON is committed to the equitable treatment of all employees and applicants for employment without regard to race, color, sex, religion, age, national origin, military status, Vietnam Veterans Draft Date: 6/26/2006 7 Draft Version 4

status, disabled veterans status, or disability. This policy applies to all employee compensation, promotion, transfers, layoffs and recalls from layoffs, termination, training and education assistance, and social/recreational programs. ICON respectfully requests suppliers to actively practice these principles in their own company operations. Subcontractors, vendors, and suppliers requiring help or clarification for matters pertaining to Affirmative Action and Equal Employment Opportunity must contact ICON’s Vendor Relations Department. The ICON Vendor Relations Department can be reached at:


2-5 Vendor Agreement

The Vendor Agreement set forth in Section 13-1 is an integral part of this Vendor Compliance Manual, and contains additional contractual terms and conditions governing your relationship with ICON. Any matters pertaining to the Vendor Agreement should be directed to ICON‘s Vendor Relations Department.


3-Insurance

3-1 Overview

This section contains ICON’s requirements for product liability insurance. “Product” is defined as anything tangible, including parts or components that ICON intends to use in manufacturing or distribute directly to the customer.

3-2 Product Liability Insurance Requirements All vendors to ICON, including manufacturers, distributors, and manufacturers’ representatives are required to obtain and maintain at its sole expense one (1) or more policies of insurance with an insurance carrier having an “A” or “A+” rating by A.M. Best specifically covering products liability and covering all products sold to ICON. Generally:

• ICON and each of its affiliates are to be included under the Standard For

Vendor’s Endorsement. • Limits of liability are to be not less than $1,000,000.00 per occurrence,

bodily injury and property damage, combined single limit. • If ICON installs, demonstrates, assembles or services any Product, the

Standard Broad Form Vendor’s Endorsement must be in effect. (A negligence provision limiting coverage to ICON in this regard will not be acceptable.)

• Coverage extended to ICON must be not less than that provided in the Standard Vendor’s Endorsement and must be set forth on the Certificate of Insurance provided ICON.

• ICON must be provided a definitive written notice of cancellation of not less than thirty (30) days prior to any effective date of any cancellation or amendment.

• A renewal policy must be in effect prior to the expiration of any existing policy. • If re-labeled or re-packaged goods are provided you must provide evidence of

your own insurance coverage. The coverage from the original manufacturer will not provide protection for ICON, as ICON had no direct relationship with the manufacturer for these goods.

In some cases, ICON will allow lower limits of insurance or certain levels of self-insurance provided certain mandatory conditions are met. ICON’s Vendor Relations Department reserves the right to review the risk potential of products or product lines, as well as your financial position and claims handling records when requesting a lower limit or self-insurance amount.

The following may be requested by ICON to approve a lower limit or self insurance amount:

• Current annual report or audited financial report. • Claim handling records, if applicable. • Background information specific to the product or product line.


Vendor or vendor’s agent shall provide evidence of insurance by forwarding Certificates of Liability Insurance to ICON’s Vendor Relations Department. Inquires into all matters pertaining to product liability are handled by the ICON Vendor Relations Department. ICON’s Vendor Relations Department can be contacted at:



4-Quality Assurance

4-1 Overview

Our goal is to provide quality products that exceed the consumer’s expectations of function, form, and value. This section establishes requirements applicable to all components and finished goods to assure that such items are of the required quality and reliability. ICON is ISO (International Standard of Organization) certified and we expect vendors to support us in our ongoing procedures to remain as such.

4-2 Manufacturing and Quality Requirements The supplier shall maintain a quality system which must be adequate for the complexity of the products being supplied. To ensure manufacturing control, the supplier shall establish and document process standards for the following areas:

• The supplier shall assure that all materials and components used in the manufacture of products to be delivered to ICON shall be inspected, tested, or otherwise verified to be conforming prior to use or processing. Non-conforming material shall be conspicuously identified and segregated to prevent commingling with acceptable material.

• Workmanship standards shall be in compliance with those called out on the drawing or specification, or when not stated, best available industry standard. Standards must be acceptable to ICON’s Quality Control and Testing Departments.

• The supplier is responsible for ensuring that all items, regardless if made by the supplier or a subcontractor, meet the technical specifications for form, fit, function, and methods using stated or recognized industry best workmanship practices. • The supplier shall have procedures for the positive identification and control of all

components, including raw materials, used during manufacturing, processing, and delivery so that in the event of a recall, traceability to raw materials and processing can be ascertained.

• The supplier shall have inspection standards for evaluation of the manufactured product based on drawings and engineering specifications. Inspection sample plans may be used to evaluate product quality.

• The supplier shall establish procedures for insuring, securing, verifying, storing, maintaining, and accounting for materials, products, tools, and equipment owned by ICON and provided to the supplier. Any items that are lost, damaged, or deemed unusable, shall be reported to ICON’s Buyer immediately. Costs associated with items lost or damaged are reimbursable to ICON per the Reimbursement Policy found in section 12 of this manual.

• By making shipment under a purchase order, the supplier automatically certifies that the materials used in the articles shipped and the processes applied to such articles comply with applicable drawings and specifications.

• By making shipment under a purchase order, the supplier acknowledges and understands the articles purpose and use in products manufactured, assembled, or sold by ICON.

• The supplier agrees to retain objective evidence or records of inspections and testing performed in the course of manufacturing, testing, inspecting, preserving, and packaging of said articles. These records shall be made available to ICON to review upon request.


Records created by, and/or retained by suppliers shall be readily retrievable and available up to seven (7) years from the date of the request.

4-3 On-Site Inspections/Surveys The ICON Quality Control Department or its designated agent may perform on-site inspections or surveys prior to any scheduled delivery. The purpose of inspections or surveys is to determine the supplier’s ability to produce products that meet the requirements of the most recent drawings, specifications, or purchase orders. The success of the audit depends on the supplier’s ability to demonstrate its capability to consistently produce the product in compliance with the purchase order and applicable drawings and specifications. Areas subject to survey are:

• Management structure and organization. • Internal and external communication procedures. • Supplier’s manufacturing system and processes. • Quality control and inspection. • Engineering capability. • Tool calibration capability. • Performance history and certifications. • Facilities, general upkeep, and maintenance. • Problem analysis and preventative or corrective action methods. • Quality improvement plans and methods.

Suppliers shall provide required inspection information and manufacturing documentation to provide evidence of control and acceptability. Material non compliance in any of the aforementioned areas may require additional on-site inspections at the vendor’s expense. ICON’s Quality Control Department or agent may inspect qualifying suppliers for the purpose of the Certified Supplier Program to supply parts on a dock-to-stock basis. Certification will be done on a part number basis. See 4-10 for more information on the Certified Supplier Program.

4-4 Drawings and Specifications ICON’s intent is to provide clear, accurate specifications and drawings to our suppliers. It is the supplier’s responsibility to obtain clarification on ambiguous specifications or drawings.

ICON’s drawings have a revision reference on the drawing itself and it is the supplier’s responsibility to provide parts or finished goods using the most recent version. It is also the supplier’s responsibility to obtain the most current, pertinent drawings from ICON. If necessary, the ICON Buyer will provide direction on how the changes or revisions apply to any open purchase orders. Drawings and specifications must be kept confidential. Access shall be limited to managers and others with a specific need to use the information in the performance of their duties. Draft Date: 6/26/2006 12 Draft Version 4

4-5 Product Certifications Many products are required to be listed, recognized, or tested by certain regulatory or safety agencies. Suppliers are required to provide components and finished goods that meet all regulatory or safety certifications and related labeling requirements required by the country of origin and destination. Suppliers shall submit proof-of-compliance from the regulatory or safety agencies listing, recognizing, testing, or issuing product certifications. This procedure applies to all samples, new articles, revised articles, or changes in processes, materials, or procedures of manufacturing to articles previously ordered by ICON. All certifications or proof-of-compliance are delivered to:

ICON Health & Fitness, Inc. C/O Vendor Relations Department 1500 South 1000 West Logan, UT 84321

Plastic parts or components specified to use an Underwriters Laboratory (UL) 94HB Flame Rated material per supplied ICON drawing shall be required to provide the resin material and manufacturer permanently affixed to the packaging (i.e. Dow 478). This includes console inserts, console tops, console bottoms, end caps, deck rails, hoods, belly pans, or any other part specified in an ICON drawing to use UL 94HB material.

4-6 Material Safety Data Sheets It is the policy of ICON that Material Safety Data Sheets (MSDS) for any product that is considered hazardous, or has the potential of becoming hazardous thru the fabrication processes used at ICON, must be reviewed by ICON’s Safety Department before the product is received. MSDS are delivered to:


All metal parts such as brackets, tubing, screws, bolts, etc. shall be free from burs that could result in injury to ICON employees during the handling process. The vendor agrees to fully compensate ICON for any and all injuries that may arise from failure to adhere to this policy.

4-7 First Article Inspections Finished Goods

All new or revised finished good articles are required to undergo and pass testing conducted by ICON’s Testing Department. Suppliers shall furnish at supplier’s expense, including freight and Draft Date: 6/26/2006 13 Draft Version 4

transportation charges, test samples to ICON’s Testing Department for all new finished good articles, revised finished good articles, or changes in processes, materials, or procedures of manufacturing to finished good articles previously ordered by ICON. The samples shall be identified as ‘Test Samples’ with the applicable ICON part number, if assigned. Test samples shall be delivered to:

ICON Health & Fitness, Inc. C/O Testing Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 786-5349 Fax: (435) 750-7739

Components/Parts

All new or revised components are required to undergo and pass inspection conducted by ICON’s Quality Control Department. Suppliers are required to submit at supplier’s expense, including freight and transportation charges, samples and reports. This procedure applies to all new components, revised components, or changes in processes, materials, or procedures of manufacturing to components previously ordered by ICON. The supplier shall provide measurement and attribute type data in the report. All samples and reports shall be delivered to:

ICON Health & Fitness, Inc. C/O Quality Control Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 786-5324 Fax: (435) 786-5797

4-8 Changes in Processes, Materials or Procedures Suppliers or brokers shall not change any processes, materials, procedures or suppliers, including substituting components, without prior approval from ICON’s Buyer and the Testing or Quality Control Departments. The shipping of components or finished goods from a production run for testing or inspection prior to ICON’s acceptance shall be at the vendor’s own risk. Furthermore, all costs incurred by ICON as a result of any unapproved change in processes, materials, procedures, or suppliers, including product substitutions or changes made by the vendors’ suppliers and subcontractors, will be charged to the vendor. Likewise, vendors who are acting as brokers or agents are subject to the same terms and conditions for testing, first article inspections, and changes in processes, materials, and procedures as any other ICON supplier.

4-9 Rework Suppliers may not rework damaged components or finished goods found to be nonconforming unless the rework results in the full conformance to ICON’s technical requirements. Furthermore, suppliers may not rework returned components if the components are to be delivered back to ICON unless the rework method has been defined in writing to ICON’s Buyer and the Quality Control Manager; and the Buyer and the Quality Control Manager concurs with this action. Draft Date: 6/26/2006 14 Draft Version 4

Products rejected and subsequently resubmitted to ICON shall be clearly and properly identified as resubmitted articles (‘Reworked Parts’) on the outer pack. Also, the supplier’s shipping document (e.g. packing slip) shall contain a statement that articles are reworked articles and shall reference ICON’s rejection document. ICON reserves the right to rework damaged components or finished goods found to be nonconforming without vendor approval in circumstances judged exclusively by ICON to keep production lines operating or to meet customer ship-to-deadlines. In these instances where operations or customer relations are jeopardized and the rework is performed by ICON or its designated third-party in order to minimize or prevent further damage to ICON, the vendor will be charged for any and all rework costs.

4-10 Certified Supplier Program The objective of ICON’s Certified Supplier Program is to identify qualified suppliers to ship approved articles on a dock-to-stock basis. Candidates are identified based on their quality and delivery performance, as well as their cooperative spirit during problematic times. Certification is available to all suppliers on a part number basis and it is administered by ICON’s Quality Control Department.

4-11 Product Inspection ICON reserves the right to inspect, hold, or reject suppliers’ components and finished goods shipped to our docks. The components and finished goods inspection process is entirely independent from the results of the First Article and Testing evaluations.

Product acceptability is determined by qualified inspection personnel utilizing precision measuring tools and the most recent drawings and specifications. Discrepancies are documented on an Inspection Rejection Report (IRR) and referred to the Material Review Board (MRB) for disposition. Possible dispositions include the following:

• Use-as-is. • Return to supplier. • 100 percent sort. • Rework. • Scrap/Destroy.

Suppliers will be notified by Quality Control of discrepant articles encountered during the inspection process. Suppliers must respond in writing via fax or e-mail within 48 hours concerning the proposed disposition of the discrepant components or finished goods, including a conveyance of a return or destroy authorization number, if requested. ICON may reject individual pieces within a shipment or the entire shipment. Final acceptance or rejection is determined by the ICON Quality Control Department. ICON may request, which is dependent upon the acceptance status of the articles in question, corrective action to assure that future shipments do not contain similar discrepancies. Such requests require timely responses and should include, at a minimum, the following information: causes for the discrepant articles, corrective actions taken, and the results obtained from implementing the corrective measures. Draft Date: 6/26/2006 15 Draft Version 4

5-Purchase Orders 5-1 Overview ICON requires the right product, with the right quantities and price, at the right time. In order to achieve this, vendors must ship the exact product and quantities that we order on time. Listed in this section are purchase order policies and procedures and replacement parts terms and conditions. All matters relating to any purchase order, including any dispute arising out of a purchase order, shall be governed by and construed in accordance with the laws of the State of Utah, and the parties thereto consent to the jurisdiction of the First Judicial District Court of Cache County, State of Utah, or any federal court within the State of Utah to resolve any such disputes.

5-2 Purchase Order Policies and Procedures Confirmation All orders are valid only upon receipt by the vendor of a confirmation copy of a released purchase order. Purchase orders can be sent in one of four ways: electronic via ICON’s AS400 mainframe fax system, Electronic Data Interchange (EDI), a faxed transmission of a hard copy, or courier/postal delivery of a hard copy. Phone orders, worksheets, email, or handwritten purchase orders are not valid to ship against, and are not binding on ICON.

Acceptance Vendors shall verify all information on the purchase order is complete and accurate when the order is received. If there are questions with regard to the order, contact the appropriate ICON Buyer. Vendor’s acceptance, confirmation, or acknowledgement of an order, or shipment against an order will constitute acceptance of: (i) pricing, terms and conditions of the order, and (ii) the contents of ICON’s Vendor Compliance Manual.

Failure to Comply ICON may, at its sole discretion, either (a) refuse delivery of an order and return it to the vendor at the vendor’s expense or (b) accept the order (or part thereof and return the balance at the vendor’s expense) if any of the following occur:

• Complete order is not shipped in one shipment. • Goods shipped do not comply with ICON’s drawings and specifications. • Goods shipped do not comply with the purchase order. • Goods shipped are damaged or defective.

If ICON elects to accept goods where all or part of an order requires any type of rework because of the aforementioned conditions, the vendor is deemed responsible and will be charged for all rework and handling costs incurred by ICON or its designated third-party(s).


Changes ICON may at any time make changes to any order for any reason including, but not limited to, changes in drawings or specifications, methods of shipment, prices, quantities, warranties, packing, or time or place of delivery before the ship date. If such changes result in an increase or decrease in cost or time required for the performance of the order, an equitable and reasonable adjustment shall be made. If such changes result in an increase in cost or time which is unacceptable to ICON, then ICON, at its sole option, may cancel its request for such changes.

Cancellation

ICON reserves the right to cancel all or any part of an order per the Terms and Conditions of Purchase conveyed with each purchase order. Vendor hereby waives and releases any claim to cancellation charges, restocking charges, administrative expenses, consequential damages or other claims of similar or different nature as a result of such cancellation.

Late Shipments All shipments of product must arrive at the designated warehouse no later than the due date listed on the purchase order. Late shipments are unacceptable and non-compliant, and ICON may issue a debit memo for reimbursement of any costs incurred due to product arriving late. If you anticipate a late shipment, you must obtain a new system generated purchase order reflecting the change for your records prior to shipping the product. No handwritten notes, emails, or phone agreements are acceptable.

Early Shipments

Product should not arrive at the designated warehouse more than 4 days early. Early shipments are deemed non-compliant unless optimizing freight expense is the basis for product arriving early. Vendors should, however, error on the side of caution when shipping products early by weighing ICON’s inventory carrying costs with any possible freight savings. Vendors are strongly encouraged to contact ICON’s Buyer and the Traffic Department before shipping product that would arrive more than 4 days early.

Tooling

Any tool, die, pattern, or equipment furnished or paid for by ICON and used to make any article or part supplied under any order shall be used solely to produce such article or part for ICON. In this regard, vendor acknowledges and agrees that all such tooling is and shall at all times remain the sole and exclusive property of ICON. Vendor further agrees to not hold any tool, die, pattern, or equipment furnished or paid for by ICON for any reason and to immediately surrender the same upon ICON’s request.

General • The ICON Buyer must approve any order changes including, but not limited to,

quantity changes, price changes, date changes, etc. If purchase orders are changed, you must receive a new ICON purchase order reflecting the change(s) prior to shipping the product(s). No handwritten notes, emails, or phone agreements are acceptable.


• Overage shipments are not acceptable and may be refused and returned at the

vendor’s expense. • Vendors shall retain certain purchase order information for use on invoices,

freight documents, packing slips, and shipping labels. • Work performed by vendors and all materials used in connection with any order

shall be at the risk and expense of vendors until delivered and accepted by ICON. • Whenever a vendor has in its possession any of ICON's property, such vendor shall

be deemed an insurer thereof and shall be responsible for its safe return to ICON.

5-3 Replacement Parts Based on agreements with our customers (i.e. Sears, Wal-Mart, etc.), each vendor and its successors agree to supply with reasonable promptness to ICON, replacement parts to the extent that ICON may order replacement parts for a period continuing at least ten (10) years following ICON’s final production run purchase order accepted and fulfilled by the vendor for the same parts. Vendor’s failure to provide replacement parts in the quantities required or at reasonable prices will be charged for any and all costs of procuring replacement parts from an alternative source. For purposes of determining what constitutes reasonable prices, the following matrix is provided:

Vendor Price Matrix Years Maximum Total Increase

0 – 3 0%

4 – 5 10%

6 – 7 15%

8 - 10 25%

If minimum purchase quantities or longer than usual lead times are deemed necessary for replacement part orders, the terms and conditions pertaining to minimum purchase quantities or lead times must be conveyed and acknowledged by ICON’s Replacement Parts Buyer prior to the most recent order accepted and fulfilled by the vendor for the same part(s). ICON’s Replacement Parts Buyer can be contacted at:

ICON Health & Fitness, Inc. C/O Replacement Parts Services 1700 South 695 West Logan, UT 84321 Phone: (435) 786-7293 Fax: (435) 786-7289

As a matter of policy, ICON does not allow any vendor to sell any parts used in our products for replacement parts directly or indirectly to any retailer, distributor, or individual.

5-4 Product Warranty

ICON requires vendors to warrant all products to support our customer’s expectations for product reliability. Draft Date: 6/26 06 18 /20

raft Version 4 D

6-Packaging-Production Materials 6-1 Overview This section contains instructions for packaging production materials or component parts shipped to ICON. ICON is committed to working with suppliers to improve product packaging and handling. Suppliers can contact the ICON Inventory Control Department with any questions or suggestions.

Vendors who send Port of Entry and Direct Import shipments are required to follow all compliance standards stated in this section.

6-2 General Packaging and Shipping Requirements Box Labels All box labels shall be placed on boxes so they are facing out and not blocked by anything that would prevent scanning. Box labels must reflect only the quantity of that specific box.

Box Label - The required minimum size is 6" long x 4" high. • Part Number Bar Code - Code 128 for the ICON part number. Size

approximately 7/8” high and an “X” dimension (which is the width of the smallest bar or space) of 55 Mils (1Mil=1/1000 of an inch).

• Part Number - ICON part number 7/8” high. • Date Shipped - Date shipped. • Description of Part - Use ICON’s description. The ICON Drawing Number

should be printed at the end of the part number description. Contact Quality Control at [email protected] if you have questions regarding drawings.

• Vendor Number - ICON assigned vendor number. • Vendor Name - Vendor name. • Box Quantity - The total quantity of parts in the box. • Quantity Bar Code - The quantity number in Code 128 bar code, 7/8” high and

“X” dimension of 55 mils. Draft Date: 6/26/2006 19 Draft Version 4

Pallet Labels

All pallet labels shall be placed on the right bottom corner of the pallet and as close as possible to 6" from the bottom and side edges of the pallet or box. If shrink wrap is used, pallet labels must be placed on the outside layer.

Pallet Label - The required minimum size is 6" long x 4" high. • ICON Part Number Bar Code - Code 128 for the ICON part number. Size

approximately 7/8" high and "X" dimension (which is the width of the smallest bar or space) of 55 Mils (1 Mil=1/1000 of an inch).

• ICON Part Number - ICON part number 7/8" high. • Date Shipped - Date shipped. • ICON P.O. Number - ICON purchase order number. • P.O. Number Bar Code - Code 128 for the ICON purchase order number. Size is ½" high with an "X" dimension of 30 Mils. • Description of Part - Use ICON’s description. The ICON Drawing Number

should be printed at the end of the part number description. Contact Quality Control at [email protected] if you have questions regarding drawings.

• Vendor Number - ICON assigned vendor number. • Lot Quantity - Total quantity of the related part shipped on a single shipment.

This may include multiple boxes, pallets or bundles. • Quantity - The total quantity of parts on the pallet or bundle, 7/8" high. • Quantity Bar Code - The quantity number in Code 128 bar code, 7/8" high and an

"X" dimension of 55 mils. Label Printing Quality

• Box and pallet labels must be temperature resistant from 20 degrees below zero to 120 degrees above zero Fahrenheit.

• Labels should also have a shelf life of two years (2) and the ink resistant to smudging and smearing.


• Labels must be readable using hand-held laser devices. ICON recommends the use of thermal transfer printers and a verifier to ensure readability.

Standardized Quantities

• Articles shall be packaged and delivered in standardized quantities. Shipping multiple boxes of the same part with varying quantities in each box is unacceptable.

• If a partial box is required to complete an order, it must be marked in large letters ‘PARTIAL’ in an obvious location and placed on top of the pallet where it will be readily noticed.

• Ensure that your ICON Buyer knows your standardized box quantities and orders in multiples of these lot sizes whenever feasible.

Multiple Part Number Shipments Using Pallets

Multiple part numbers must be on separate pallets when quantities are sufficient to fill or weigh out a pallet. However, multiple part numbers on the same pallet is acceptable when optimizing freight expense and box and pallet labels are used.

Tare Weights Any difficult-to-count parts must have tare (empty) weights shown on the container including the weight of the pallet.

Pallets • Floor loaded ocean containers are acceptable. Pallet use (metal or plastic) is encouraged. • Hand loaded or floor loaded trailers are not acceptable. • Generally, pallets shall be 40" wide and 48" deep with 4-way access and 2x4's running

the full length of the sides and middle. Block and wing pallets are unacceptable, as are partial-block double runner pallets.

• Deck-boards must be close enough not to allow boxes to drop through. • Broken or crushed pallets with loose or hanging boards are not acceptable. • Pallets must be sturdy enough to support the weight of the product.


Packaging • Materials must not be damaged in any way. Damaged material is sufficient

evidence of noncompliant packaging procedures. • Corner posts must be used on stacked cartons/boxes. • Corner posts must be used on pallet sized corrugated containers. • A minimum of three layers of stretch wrap and/or banding must be used to secure

boxes to pallets. • Cartons cannot hang over the outer edges of pallets. • Individual boxes/cartons that will be manually handled shall not exceed 50

pounds in weight. • Products must be loaded in such a manner as to allow a lift truck driver to remove

pallets without getting off the forklift. • Generally, parts packaging shall be designed to stack pallets one (1) on top of

another up to four (4) high. Vendors are strongly encouraged to contact the Inventory Control Department for product specific guidelines. The Inventory Control Department can be reached at:

ICON Health & Fitness, Inc. C/O Inventory Control Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 786-5332 Fax: (435) 750-3621

Packing Slips

ICON requires packing slips for all shipments. Freight bills or bills-of-lading cannot be used in lieu of packing slips. Packing slips must be attached to the product shipped with the following minimum amount of detailed information:

• Vendor name and billing address. • Vendor number assigned by ICON. • Date shipped. • ICON’s part number and description, quantity ordered and quantity shipped, and the

corresponding purchase order number and, if applicable, purchase order line number • A unique, preprinted packing slip number not used within the prior twenty-four

(24) months when shipping product to ICON. • Special instructions that were denoted on ICON’s purchase order (i.e. "Attn To:” etc.). • Ship-from and ship-to-addresses. • Bill-of-lading number and carrier name or SCAC code. • Suppliers shall indicate on the packing slip how the shipped quantity was determined (i.e

4 boxes @ 2500 ea: Total 10,000). Each packing slip shall reflect only the quantities shipped on a single trailer/container to one (1) location. In other words, one (1) packing slip cannot cover more than one (1) trailer or container or ship-to location. The packing slip must be on the last pallet loaded and visible from the rear of the trailer or container on the outside of the box, securely attached and protected from weather damage. Product shipped to multiple locations on the same trailer or container must have Draft Date: 6/26/2006 22 Draft Version 4

separate packing slips and loaded into the trailer or container in the order they will be unloaded. Packing slips must be attached separately on the last pallet loaded into the trailer or container.

The packing slip number must be referenced on all invoices we receive for payment.

Product shipped from foreign countries shall meet all of the foregoing requirements. In addition, certain shipping documents are also required to be faxed, emailed, or mailed to ICON’s Freight Department. To set-up shipping document procedures, foreign suppliers must contact:

ICON Health & Fitness, Inc. C/O Freight Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 750-5000 Ext. 5198, or Ext. 5868 Fax: (435) 750-3927

Fibreboard Box Specifications There are Items (Rules) set forth by the National Motor Freight Carriers Association that specify packaging requirements for acceptance of a shipment by participating freight carriers. Below you will find Item (Rule) 222 and 222-1, which explains certain minimum specifications for fibreboard boxes. Vendors shall ensure compliance with Item (Rule) 222 and 222-1. Item (Rule) 222 - Specifications for Fibreboard Boxes (Corrugated or Solid): Boxes must be made of singlewall, doublewall, or triplewall corrugated fibreboard having proper bending qualities; the facings being firmly glued to the corrugated medium at all points of contact, and the outer facing having water resistance. Boxes must comply with the burst or puncture test and other requirements of Table A; or, alternatively, must comply with the edge crush and other requirements of Table B. Tables A and B with footnotes are reproduced on pages 24 - 27 of this manual. Draft Date: 6/26/2006 23 Draft Version 4

SPECIFICATIONS FOR FIBREBOARD BOXES TABLE A TABLE B

Maximum Weight of Box and Contents

(lbs).

Maximum Outside

Dimensions, Length Width

and Depth Added (inches) (See Note 3)

Minimum Bursting Test, Singlewall, &

Doublewall, (lbs. per sq. in.) (See Note 1

(a)) or Minimum Puncture Test,

Triplewall Board (in. oz. per in. of tear) (See Note 1 (b))

Minimum combined Weight of Facings, including Center

Facing(s) of Doublewall and Triplewall Board

Minimum Edge Crush Test (ECT (lbs. per in width) (See Note 1 (c))

SINGLEWALL CORRUGATED FIBREBOARD BOXES 20 40 125 52 23 35 50 150 66 26 50 60 175 75 29 65 75 200 84 32 80 85 250 111 40 95 95 275 138 44 120 105 350 180 55

DOUBLEWALL CORRUGATED FIBREBOARD BOXES 80 85 200 92 42 100 95 275 110 48 120 105 350 126 51 140 110 400 180 61 160 115 500 222 71 180 120 600 270 82

TRIPLEWALL CORRUGATED FIBREBOARD BOXES 240 110 700 168 67 260 115 900 222 80 280 120 1100 264 90 300 125 1300 360 112

Note 1 - Test Procedures:

(a) Burst Test:

(1) Tests to determine compliance with the bursting test requirements of Table A must be conducted in accordance with Technical Association of Pulp and Paper Industry (TAPPI), Official Test Methods T-810.

(2) A minimum of six bursts must be made, three from each side of the board, and only one burst test will be permitted to fall below the specified minimum value. Board failing to pass the foregoing test will be accepted if in a retest consisting of 24 bursts, 12 from each side of the board, not more than four burst tests fall below the specified minimum value.

(b) Puncture Test:

(1) Test to determine compliance with the puncture test requirements of Table A must be conducted in accordance with Technical Association of Pulp and Paper Industry (TAPPI), Official Test Methods T-803.


(2) A minimum of four puncture tests must be made and only one puncture test will be permitted to fall below the specified minimum value.

(c) Edge Crush Test: (1) Test to determine compliance with the edge crush requirements of Table B must be conducted in accordance with Technical Association of Pulp and Paper Industry (TAPPI), Official Test Methods T-811. (2) A minimum of six tests must be made and only one test is permitted to fall below the specified minimum value, and that one test cannot fall below the specified minimum value by more than 10%. Board failing to pass the foregoing will be accepted if in a retest consisting of 24 tests, not more than four tests fall below the specified minimum value, and none of those tests fall below the specified minimum value by more than 10%.

Note 2 - Full Telescopic Style Boxes: Singlewall full telescopic style boxes may have gross weight and united inches increased to those of doublewall boxes as shown in Tables A and B. For doublewall and triplewall full telescopic style boxes, allowable gross weights and united inches of Tables A or B may be increased by 10%. Special packages are not affected by this provision.

Note 3 - Size Extension Formula: If weight of box and contents is less than the maximum weights shown in Tables A and B, the maximum outside dimensions for the box may be increased half the percentage that the actual weight is less than the maximum weight allowed by the Table. For boxes made to comply with this Note the words “Size Extension Formula” must be printed below certificate required by Item 222-1(a).

Note 4 - Numbered Packages - Alternate Requirements: Where numbered package descriptions specify boxes, containers, trays, and component parts thereof to be made of corrugated fibreboard having a minimum bursting or puncture test as shown in Column A below, boxes, containers, trays, and component parts thereof may be made of corrugated fibreboard having a minimum edge crush test as shown in Column B below. These alternate provisions will exempt basis weight requirements.


COLUMN A COLUMN B Minimum Bursting Test

Singlewall and Doublewall Boards (lbs. per sq. in.)

or Minimum Puncture Test

Triplewall Board (in. oz. per in. tear)

Minimum Edge Crush Test

(ECT) (lbs. per in.

width)

Singlewall 125 23 Singlewall 150 26 Singlewall 175 29 Singlewall 200 32 Singlewall 250 40 Singlewall 275 44 Singlewall 350 55 Doublewall 200 42 Doublewall 275 48 Doublewall 350 51 Doublewall 400 61 Doublewall 500 71 Doublewall 600 82 Triplewall 700 67 Triplewall 900 80 Triplewall 1100 90 Triplewall 1300 112

Item (Rule) 222-1 Specifications for Fibreboard Boxes (Certificate of Box Manufacture):

(a) Boxes, complying with this Item:

(1) Size, Type and Wording: All fibre boxes that are made to conform to specifications of this Rule must bear a legible certificate of a box manufacturer on an outside surface, guaranteeing that boxes do so conform. Certificate must be of following form, size, (3-inch diameter, plus or minus ¼ inch), type and wording. City and state may be either that of the manufacturing or corporate location.


(2) Certificates applicable to boxes (3) Certificate applicable to boxes made to made to comply with the burst or puncture comply with the edge crush test and other test and other requirements of Table A: requirements of Table B:


6-3 Specific Product Packaging and Shipping Requirements In addition to the General Packaging and Shipping Requirements (see 6-2), product specific instructions are provided for Small Parts, Walking Boards, Flywheels, Round or Rectangular Tube Steel, Plastics, and Packaging Materials.

Small Parts

Small parts are defined as any single part (excluding fasteners) that generally fit into a box of 48 cubic inches or less regardless of the product’s dimensions. Acceptance Criteria:

• Parts must be packaged in quantities of 1000 or less. • Weight of each box cannot exceed 50 pounds. • The box in which parts are packaged should not exceed 20" wide,

20" long, and 16" high. Walking Boards

Acceptance Criteria: • Walking boards must be dry and undamaged. • A disposable protective walking board must be placed on top of every stack. The

disposable top board shall be clearly marked: DO NOT USE. • Corner posts and a minimum of six (6) layers of stretch wrap are required. • Walking boards shall be double banded vertically with four (4) bands. • Pallets with four (4) deck boards are required and built to stack up to 100 pieces per

pallet. • 4 x 4 runners need to be attached to deck boards using 16 penny screw shank nails and

their length shall not exceed the overall pallet’s dimension. • Total pieces per pallet shall not exceed one-hundred (100). • Available space from the floor to the bottom of the pallet’s deck board must be at least

3.5 inches in order to use an electric pallet jack. The width in-between pallet runners must be at least 28 inches.

Flywheels

Acceptance Criteria:

• Flywheels shall be stacked inside each carton/box as shown in the following diagram:

• Flywheel cartons/boxes must be double banded vertically to pallets. Draft Date: 6/26/2006 28 Draft Version 4

Round or Rectangular Tube Steel Labels attached to steel bundles shall be of a non-tear vinyl or ‘Tyvek’ material attached with clips or wire banding. They should have a shelf life of one year and be resistant to smudging or smearing. Draft Date: 6/26/2006 29 Draft Version 4



• Square bundles are required. Round or hex bundles are not acceptable. • 4 x 4 wood blocks secured with steel bands (no less than ¾ in. in width) must be used to

hold the bundles together. A layer of cardboard must be added under the tubing. Belly bands must be added to bundles around metal only. No boards are to be used with belly bands.

• Bundles must be secured at a minimum of three locations equally spaced. • Securing two (2) bundles together is recommended. • For tube steel less than 6 feet in length, cardboard must be banded on both ends. • Tubes less than 3 feet in length shall be in boxes on a 40 in. x 48 in. pallet. • Bent or formed parts must be enclosed in a wood crate.


Plastics


• Cosmetic critical plastic parts must be individually wrapped in protective plastic, paper, or other suitable material that will adequately protect the part from any cosmetic damage.

Packaging Materials

Acceptance Criteria: • All main boxes must be banded vertically with two (2) steel or four (4) plastic

bands. • Die cut and smaller boxes require banding (plastic banding is acceptable)

vertically every 12 inches. • A throw away cover sheet of corrugated material is required for both the top and

bottom ends of each stack. • Tape, cushion rolls, etc. shall be packaged in corrugated boxes. • The maximum stack height for corrugated cartons and die cuts is two (2) pallets

high. Draft Date: 6/26/2006 32 Draft Version 4

7-Packaging-Finished Goods

7-1 Overview This section contains instructions for packaging finished goods shipped to ICON or our customers. ICON is committed to working with suppliers to improve product packaging and handling. Suppliers can contact the ICON Packaging Engineer with any questions or suggestions.

7-2 General Packaging and Shipping Requirements Packing Slips

ICON requires packing slips for all shipments. Freight bills or bills-of-lading cannot be used in lieu of packing slips. Packing slips must be attached to the product shipped with the following minimum amount of detailed information:

• Vendor name and billing address. • Vendor number assigned by ICON. • Date shipped. • ICON’s part number and description, quantity ordered and quantity shipped, and the

corresponding purchase order number and, if applicable, purchase order line number • A unique, preprinted packing slip number not used within the prior twenty-four

(24) months when shipping product to ICON. • Special instructions that were denoted on ICON’s purchase order (i.e. "Attn To:” etc.). • Ship-from and ship-to-addresses. • Bill-of-lading number and carrier name or SCAC code. • Suppliers shall indicate on the packing slip how the shipped quantity was determined (i.e. 4 boxes @ 2500 ea: Total 10,000).

Each packing slip shall reflect only the quantities shipped on a single trailer/container to one (1) location. In other words, one (1) packing slip cannot cover more than one (1) trailer or container or ship-to location. The packing slip must be on the last pallet loaded and visible from the rear of the trailer or container on the outside of the box, securely attached and protected from weather damage. Product shipped to multiple locations on the same trailer or container must have separate packing slips and loaded into the trailer or container in the order they will be unloaded. Packing slips must be attached separately on the last pallet loaded into the trailer or container.

The packing slip number must be referenced on all invoices we receive for payment.

Product shipped from foreign countries shall meet all of the foregoing requirements. In addition, certain shipping documents are also required to be faxed, emailed, or mailed to ICON’s Freight Department. To set-up shipping document procedures, foreign suppliers must contact: Draft Date: 6/26/2006 33 Draft Version 4


Packaging Reports • A Packaging Report must be completed and submitted by suppliers to ICON’s

Packaging and Quality Control Departments for all new finished goods products. Failure to submit reports on time will cause delays in orders being fulfilled, which may in turn subject vendors to certain charges for reimbursement to ICON. To obtain a report copy, contact the Packaging Engineer at:

ICON Health & Fitness, Inc. C/O Packaging Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 786-5414 Fax: (435) 750-5283

Box Labels • Artwork for all new box labels will be provided or must be approved by ICON.

Re-generated labels are the responsibility of the vendor and they must match the artwork provided by ICON.

• The required box label dimensions are 6” wide x 4” high. • A sample label is required for review and approval by ICON’s Packaging

Department. • Product packaged into a ‘Master Pack’ must state the quantity on the box label.

UPC Barcode Specifications • ICON uses the twelve-digit UPC-A system. The first six (6) digits are ICON’s

company code, 0-43619. All UPC codes for ICON products will begin with the company code followed with six (6) additional digits assigned by ICON’s UPC coordinator, which constitutes a product code, model number, and check digit.

• Generally, the UPC bar code dimensions required by ICON are 2.00” wide x 1.50” high. ICON will notify vendors on orders requiring a different UPC bar code dimension.

• The UPC bar code on the box label artwork provided by ICON must be re- generated using a bar code utility program in order to be readable by a laser scanner.


Box Label with UPC Code - Actual Label Size is 6” wide x 4” high.

Miscellaneous Packaging Requirements • All finished goods weighing more than 50lbs (22.7 kg) must be packaged in

doublewall corrugated material with minimum burst strength of 275lbs (124.9 kg). Packaging strength specifications for finished goods that are displayed and weighing less than 50lbs (22.7 kg) can be determined by the supplier.

• All unassembled parts must be covered with poly tube, bag or foam wrap. • Parts that will come in contact with corrugated or polystyrene materials must be

protected with a poly sheet protector. • All parts in boxes must be secure. • All foam parts (i.e. seat, seat back, etc.) must not have any parts or packaging

inserts applying pressure to them. This leaves an indentation that over time will not come out.

• Bags containing hardware (i.e. nuts, bolts, etc.) must be a minimum of 4mil thick and securely closed at each end.

• All plastic bags must have the five (5) language suffocation warning printed on the bags. ICON can supply the warning label upon request.


Box Closure

Upright Boxes: • All upright boxes must have full over lay (FOL) flaps on the top and bottom of the box.

A partial flap on either the top or bottom is not acceptable. • The top and bottom of each box must be closed securely with twenty (20) - 7/8” staples

per top and twenty (20) - 7/8” staples per bottom in two (2) parallel rows of ten (10). • After secured with staples, a minimum of four (4) vinyl straps must be around the box.

Flat Boxes:

• All flat boxes must be in a design style tray (DST) or telescoping box. • The corners of each top and bottom must be secured with four (4) - 5/8” staples. • The top and bottom then must be secured together with a minimum of six (6)

vinyl straps around the box. Draft Date: 4/26/2006 36 Draft Version 4

Plastic Protector Sheet

• A plastic protector sheet must be attached to the back of the load to help avoid water/moisture damage to packaging.

• The plastic protector sheet must be a minimum of ninety-six (96) inches wide to cover the width of the container.

• Protector sheet must be placed on top of back row of product, a minimum of twelve (12) inches back and secured to the load with tape.

• Protector sheet must drape down a minimum of four (4) inches past the bottom of the load so the container doors closes onto the protector sheet, holding the bottom in place.

Extra Boxes

• All container loads sent to ICON must have extra empty main boxes included in

the shipment. Loads with less than 250 units must have at least 2% extra empty main boxes of the total quantity shipped. Loads with more than 250 units must have 1% extra empty main boxes (not to exceed ten (10) extra boxes). These boxes will be used to re-package boxes damaged in-transit.

Container Load Identification Slip Each container shipped to ICON must have an identification slip attached to the plastic protector sheet if no packing slip is enclosed. The slip must contain the following information:

• Purchase order number. • Model number. • Container number. • Quantity of units. • Quantity of extra boxes. • Vendor location.

Minimum Size 5.50” High x 8.50” Wide

CONTAINER LOAD IDENTIFICATION SLIP

PURCHASE ORDER #____________________________

MODEL #_______________________________________

CONTAINER #___________________________________

CONTAINER QUANTITY__________________________

QUANTITY OF EXTRA BOXES_____________________

VENDOR LOCATION_____________________________ Draft Date: 6/26/2006 37 Draft Version 4

8-Transportation 8-1 Overview This section contains transportation requirements for product shipments to ICON. Failure to follow instructions throughout this section will serve as your agreement to absorb any or all of the freight costs and/or administrative fees.

8-2 Shipment Window Late Shipments

All shipments of product must arrive at the designated warehouse no later than the due date listed on the purchase order. Late shipments are unacceptable and non-compliant, and ICON may issue a debit memo for reimbursement of any costs incurred due to product arriving late. If you anticipate a late shipment, you must obtain a new system generated purchase order reflecting the change for your records prior to shipping the product. No handwritten notes, emails, or phone agreements are acceptable.

Early Shipments Product should not arrive at the designated warehouse more than 4 days early. Early shipments are deemed non-compliant unless optimizing freight expense is the basis for product arriving early. Vendors should, however, error on the side of caution when shipping products early by weighing ICON’s inventory carrying costs with any possible freight savings. Vendors are strongly encouraged to contact ICON’s Buyer and the Traffic Department before shipping product that would arrive more than 4 days early.

8-3 Types of Shipments Collect

ICON is responsible for 100% of the freight costs unless certain incremental or expedited freight costs are incurred due to the vendor’s failure to comply with the terms and conditions of purchase. For routing arrangements, the vendor must contact ICON’s Freight Department. See Routing Instructions below for contact and procedure information.

Prepaid Vendors are responsible for 100% of the routing arrangements and freight costs. All one-time or on-going prepaid shipping arrangements must be pre-approved by ICON’s Freight Department. See Routing Instructions below for contact and procedure information.

ICON Buyers are not unilaterally authorized to negotiate product prices or convey purchase orders where prepaid freight is a factor or component of the purchase order’s product or per unit Draft Date: 6/26/2006 38 Draft Version 4

cost. Any negotiated prepaid freight costs must be pre-approved by ICON’s Freight Department and billed as a separate line-item on vendor invoices.

ICON Buyers cannot unilaterally authorize or instruct vendors to incur prepaid freight charges or route carriers for any shipment delivered to ICON unless in extenuating circumstances. The ICON Buyer must have received approval from a vice president before proceeding in these instances.

Imports Due to the complex routing and documentation procedures of imports, it will be necessary to contact The ICON International Freight Department for procedures. This must be done prior to your first shipment. Please note that the international procedures are generalized and may vary with each vendor, country-of-origin, and purchase order. The ICON International Freight Department can be contacted at:

ICON Health & Fitness, Inc. C/O International Freight Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 750-5000 Ext. 5229 Fax: (435) 750-5270

In addition, certain shipping documents are also required to be faxed, emailed, or mailed to ICON’s Freight Department when product is shipped from foreign countries. To set-up shipping document procedures, foreign suppliers must contact:


Hazardous Materials If you are a shipper of "Hazardous Materials" you need to comply with additional marking and labeling requirements specified by the Department of Transportation (DOT) and/or Environmental Protection Agency (EPA), and to follow any other carrier requirements.

8-4 Title and Risk of Loss Except for Free On Board (F.O.B.) origin orders, title to products ordered, as well as all risks of loss therefore, shall remain with vendor until the products reaches the directed point of destination and is signed for by ICON's authorized representative. For F.O.B. origin orders, title and risk of loss shall remain with vendor until the products are received by the carrier designated by ICON. Draft Date: 6/26/2006 39 Draft Version 4

8-5 Accessorial Charges ICON will charge vendors for accessorial services required by the vendor that are not standard transportation services. Examples of non standard transportation services are:

• Driver and equipment are required to wait more than two hours to be loaded. • Load not available at the scheduled time of pick-up resulting in “Truck Order Not

Used” or carrier cancellation charges. • Team Drivers.

Routing Instructions General Routing Instructions Vendors are required to initiate all freight services for each shipment with ICON’s Freight Department. Freight services not pre-arranged or pre-approved by ICON’s Freight Department are non-compliant and the shipper agrees to absorb any or all of the freight costs and/or administrative fees. ICON’s Freight Department can be contacted at:


ICON has entered into certain transportation contracts for air, ocean, parcel, and motor cargo freight services. Freight services shall be rendered by transportation companies or freight forwarders who have a current and valid transportation contract with ICON Health & Fitness, Inc.

ICON’s Carrier/Courier Service

Vendors located along Utah’s Wasatch Front should utilize ICON’s internal carrier/courier services. The ICON Freight Department coordinates the daily pickup and delivery schedule.

Collect Shipments

• Vendors requiring freight services shall provide ICON’s Freight Department with load and shipping details.

• POs with the same ship window dates must be consolidated so that shipments cube or weigh out in a truckload.

• ICON’s Freight Department will identify the mode of transportation and schedule a pickup time for each shipment • ICON’s Freight Department will provide the shipper a Shipment Confirmation Fax that will provide a carrier and pickup time/or routing instructions for the appropriate POs. The fax will be sent to the primary contact (or Traffic Department) for the shipping location.


• Truckload shipments to any ICON receiving location require delivery appointments; please denote Appointment Required on the bill-of-lading.

Prepaid Shipments

• Vendors requiring freight services shall provide ICON’s Freight Department with load and shipping details, including the proposed transportation cost for the load if not previously pre-approved as a prepaid vendor. ICON reserves

the right to accept or reject any or all proposed prepaid shipments. • POs with the same ship window dates must be consolidated so that shipments

cube or weigh out in a truckload. • Truckload shipments to any ICON receiving location require delivery

appointments; please denote Appointment Required on the bill-of-lading.

Expedited Shipments

To ensure compliance with expedited shipment policies and procedures, contact the ICON Freight Department prior to shipping. Vendors should be aware that ICON employees must obtain written approval before the Freight Department can initiate expedited carrier services. Expedited shipments include all airfreight and any motor cargo specifically routed to accelerate either the scheduled pickup or delivery time.

Air Shipments

If ICON is paying any of the airfreight cost, it is the vendor’s responsibility to obtain an authorization number from the ICON Freight Department. The authorization number must be noted on the airway bill. The shipper shall declare full value of the shipment for insurance purposes and the third party billing information must be included on the bill-of-lading.

8-7 Miscellaneous Transportation Policies and Procedures Vendor-Modified Shipping Hours

Vendors shall notify the ICON Freight Department a minimum of two weeks in advance of any changes to vendor shipping hours that may prevent the vendor from shipping on a scheduled ship date. Reasons for not being able to ship may include holidays, inventory, etc. In the event of emergency or unplanned changes, the vendor must notify the ICON Freight Department as soon as the closure times or modified shipping schedules are known.

Late Arrival for Pickup and Missed Shipments

In the event a carrier is late or misses a scheduled pick-up time, the vendor should immediately contact the ICON Freight Coordinator or call the main ICON Freight Department number listed in the Routing Instructions above. Draft Date: 6/26/2006 41 Draft Version 4

9-Accounts Payable 9-1 Overview ICON is committed to the efficient processing of all supplier invoices. This can only be achieved when vendors follow all of the procedures contained in this section.

9-2 Vendor Qualification ICON will only conduct business with reputable and financially stable vendors who are capable of providing the goods and services required. When qualifying vendors, the following criteria will be used:

• Past performance. • Adequate financial resources • Quality of product or service. • Capacity or timeliness of future performance.

New vendors are required to compile and deliver a completed information packet. ICON’s Accounts Payable Department cannot disburse funds without a completed packet and it is the vendor’s responsibility to ensure compliance in this matter. All contents of an information packet are considered confidential and they will only be used for vendor qualification purposes by ICON.

A vendor qualification packet consists of:

• An ICON New Vendor Qualification Form provided in Appendix 13-2. • Internal Revenue Service Form W-9 (www.irs.gov/pub/irs-pdf/fw9.pdf ). • A written summary of all applicable discounts, allowances, rebates, and co-op

agreements. Include supporting documents for the same. • An example of a billing invoice.

ICON also reserves the right and may request a current financial report. Please send completed packets to:


The Vendor Relations Department, at its discretion, will contact references and review financial statements for prequalification purposes. The Vendor Relations Department may also obtain a Dun and Bradstreet report to assist in determining the financial stability of vendors. Allow at least five (5) full business days for approval and set-up after packets are received at ICON. Draft Date: 6/26/2006 42 Draft Version 4

9-3 Changes to Vendor File To prevent delays in the payment process, please assist us by keeping vendor files up-to-date. Any changes in business status, ownership (i.e. bankruptcy filings, mergers, acquisitions, etc.), or in other miscellaneous matters (i.e. contact information, address, payment terms, etc.) requires written notification to:


When applying for and using a different Federal Employer Identification Number (EID), or if changes are made to the business structure or in ownership, a new vendor qualification packet is required. See 9-2 for information and procedures on vendor qualification packets.

9-4 Invoice Requirements Vendor invoices must match to a valid purchase order (PO) and packing slip. Invoices that do not match may be delayed, reduced, and subject to administrative charges.

Send only one (1) invoice for each packing slip. Each invoice shall contain the following:

• Vendor name and address. • Remit-to-address. • Invoice date. • Ship date. • Ship-to-address. • A unique invoice number. • The packing slip number. • ICON’s PO number. If more than one (1), PO numbers must be identified separately

within the line-item text describing each product that is itemized and extended on the invoice.

• ICON’s part/product number and description. If more than one (1), part/product numbers and descriptions must be identified separately within the line-item text of each product that is itemized and extended on the invoice.

• Unit cost and total units extended per vendor style. Unit cost and quantity must match a valid ICON PO, the packing slip and number, and the units must be invoiced in a selling unit of measure (each, pair, etc.) in U.S. dollars.

• Total units invoiced. • Total product cost. • All non-product charges and allowances shall be itemized and the cost separated from

product costs. Non-product charges shall be clearly stated as a separate line item on the invoice.

• Transportation carrier’s name or SCAC code, bill-of-lading number, and carton count. Draft Date: 6/26/2006 43 Draft Version 4

Deliver original invoices to: ICON Health & Fitness, Inc. C/O Accounts Payable Department 1500 South 1000 West Logan, UT 84321

Do not send or include invoices with product shipments. Invoices sent with shipments will be discarded.

Do not send more than one (1) original invoice. Handwritten invoices or modifications thereon, or carbon copies, are unacceptable. Remove and discard all form feed perforations and duplicate copies prior to mailing invoices to ICON.

9-5 Invoice Resolution Procedures

To request a payment resolution on an outstanding invoice, vendors must provide proof-of- delivery, a copy of the packing slip, and a copy of the unpaid invoice to ICON’s Accounts Payable Department within twelve (12) months of the original invoice date. Invoices received after twelve (12) months will not be accepted or paid. A completed Vendor Dispute Claim Form is also required and it is provided in Appendix 13-3.

An acceptable proof-of-delivery must be stamped and signed by an authorized representative of ICON, and it shall include other customary shipment and product details to support the carrier’s delivery.

To expedite inquiries, deliver a completed Vendor Dispute Claim Form, proof-of-delivery, and a copy of the invoice and packing slip to:

ICON Health & Fitness, Inc. C/O Accounts Payable Department 1500 South 1000 West Logan, UT 84321 Phone: (435) 786-5026 Fax: (435) 750-3627

Please ensure that a call-back name and number is provided. Draft Date: 6/26/2006 44 Draft Version 4

10-Electronic Data Interchange

10-1 Overview In this section you will be introduced to the Electronic Data Interchange (EDI) process. ICON uses EDI technology to exchange business documents electronically with our major customers and we are desirous to electronically exchange business documents with our vendors as well. EDI is a method of transmitting business documents such as Purchase Orders, Invoices, and Advance Ship Notices electronically from one trading partner to another. The trading partners are referred to as a business entity such as vendor, retailer, freight forwarders, or financial institutions with which there is an agreement to trade these business documents via EDI.

10-2 Benefits There are many benefits to using EDI, which includes:

Reduced Human Intervention: EDI automates the flow of the business documents between the trading partner’s software application(s). It eliminates the need to manually enter information into software applications. Decreased Handling Costs: EDI offers a cheaper and faster way to transmit documents as opposed to the traditional paper handling, distribution, and mailing methods. Timely Delivery of Documents: Because of EDI communication efficiencies, the documents can be delivered within hours or minutes as opposed to days. Improved Accuracy: EDI data is proven to be far more reliable because it eliminates multiple data entry of the same information. Also, it increases the consistency in the data received eliminating errors caused by missing information.

10-3 Cost If EDI is not an established method of communicating then there will be a minimal cost in installing this technology. Most of these costs are related to initial set-up of the EDI operations, interfacing it with the software applications, and on-going communication costs. All of these costs will vary based on the choices made during implementation.

Return on Investment The above benefits highlight significant long-term savings in operational costs for both the vendor and ICON. Draft Date: 6/26/2006 45 Draft Version 4

Standards To trade documents uniformly, the Accredited Standards Committee (ASC) governed by the American National Standards Institute (ANSI) has created a set of Standards called the X.12. Each supported document within the X.12 Standards is given an identifier referred to as a Transaction Set. For example, Purchase Order is referred to as PO 850.

References

The following websites offer useful information about EDI and the Standards:

• www.disa.org - Data Interchange Standards Association. • www.uc-council.org - Uniform Code Council. • www.ansi.org - American National Standards Institute.

10-4 EDI Requirements ICON uses EDI technology to exchange business documents electronically with our major customers and we are desirous to electronically exchange business documents with our vendors as well. Vendors would need to be able to receive or send the following EDI Transaction Sets:

EDI Transaction Set Description Vendor Direction PO 850 Purchase Order Original InboundPC 860 Purchase Order Change Inbound ASN 856 Advance Ship Notice Outbound IN 810 Invoices Outbound

If EDI is new to your organization, then a decision to either perform EDI internally or outsource it to an EDI service provider will need to be made.

For operating EDI within your organization, the following tools will be required:

EDI Translator - translates data from ASC X.12 standard format to the application database or vice versa.

EDI Communications - performs the data transmission from your organization to a value added network (VAN).

There are several EDI software packages available on the market ranging from low cost PC and web based tools to sophisticated mainframe or midrange tools. The prices and configurations of the software/solutions will depend on your implementation requirements. In addition to the tools, your organization will have to contract with EDI VAN services to route EDI data from your organization mailbox to ICON’s mailbox or vice versa.

For outsourcing EDI services, choosing a service provider is a critically important decision. Any referrals by ICON associates are based on the past performance of the service provider and are given at the vendor’s request. No guarantees or mandates are implied in the referral. The final choice of how to accomplish EDI and with what service provider is strictly the business decision of the vendor. ICON is not responsible for any services or products that a provider markets. Draft Date: 6/26/2006 46 Draft Version 4

10-5 EDI Implementation ICON highly recommends automating the data flow between the EDI system and existing applications. In case this option is not feasible, then a stand-alone EDI system can be used to receive EDI transactions for printing a report or fax for manual input.

ICON recommends that vendors use the following general steps for EDI implementation:

1 - Contact ICON to obtain and execute an ICON EDI Agreement. 2 - Select method for EDI operation (internal or service provider). 3 - Set-up software application interfaces and mapping of the EDI transaction sets. 4 - Set-up ICON trading partner relationship and communications. 5 - Set-up testing environment. 6 - Test and obtain certification for each EDI Transaction Set from ICON. 7 - Implement EDI relationship in production on mutually agreed date.

ICON will require the vendor to test and obtain certification for each EDI transaction set (documents) prior to activating them for production. Draft Date: 6/26/2006 47 Draft Version 4

11-Returns and Recalls

11-1 Overview This section addresses a vendor’s financial accountability for the disposal of products that ICON has the right to return under the purchase order’s Terms and Conditions of Purchase and the related polices and procedures set forth within ICON’s Vendor Compliance Manual. It also describes the procedures for disposing returnable product. Suppliers are responsible for all costs associated with inspecting, warehousing, handling, transporting, and disposing of returnable product.

11-2 Return to Vendor Policy ICON shall be afforded full and unconditional return privileges from all of our vendors unless a guaranteed defective allowance has been negotiated in advance for damaged and defective product.

Return Options • Destroy for Full Credit - For those manufacturers who authorize destroying the

product for full credit instead of returning it. • Defective Allowance - Negotiated in advance to cover costs incurred for defective

or damaged product. • Return to Vendor - Damaged or defective goods that are shipped to vendor for full

credit.

Timeliness of Return/Destroy Authorization

If a return or destroy authorization is not received within 48 hours of ICON’s initial request, product will be returned with the RA# 800NOANSWR. Vendor will be responsible for all freight expense and other applicable charges. ICON will not provide invoice numbers, copies of purchase orders, or purchase order numbers as a prerequisite for obtaining return or destroy authorizations.

Guaranteed Defective Allowances

Allowances will be deducted from each invoice and reviewed quarterly to insure adequate funding is available for damages and defective returns. Vendors will be charged for any shortfall in the deducted allowance amount when compared to the cost of the defective or damaged product placed on quality hold or taken out of stock.

Freight/Handling/Carrier Selection

Product will be returned via carrier selected by ICON. Every effort will be made to accommodate vendor preferred carriers when requested. Vendors will be responsible for all inbound and outbound freight costs. Handling charges will be added to recover the costs of processing damaged and defective returns. Draft Date: 6/26/2006 48 Draft Version 4

Repaired, Reworked, or Replacement Product

ICON reserves the right to not accept repaired, reworked, or replacement product in place of a defective allowance or in place of receiving full credit for the return of damage/defective returns. Damaged or defective product that has been repaired or reworked may be refused and immediately returned at vendor’s expense. See Section 4-9 for rework procedures.

Recalls and New Product Accommodation Returns

Product recalls and special accommodation returns will be subject to the same freight and handling charges as defective returns and will apply to all recalls such as vendor buy back, guaranteed sales, samples, and safety issues.

Post Receipt Damages, Overages, and Substitutions

If product is received and later found to be damaged or defective within one (1) year of receipt, the defective or damaged articles will be processed by applying one of the disposition options provided for in this section.

Vendors are solely responsible in the following instances: • Unlabeled or mislabeled product. • Over/Short weight or partially filled product. • Crushed, dented, or collapsed product. • Items shipped that were not ordered. • Incomplete shipments or incomplete sets. • Articles not meeting quality standards. • Defective product. • Damage due to improper packaging. • Product in violation of the Vendor Agreement or

warranties implied by law.

ICON reserves the right to return product without an authorization number for overages and unauthorized substitutions. Draft Date: 6/26/2006 49 Draft Version 4

12-Reimbursement Policy

12-1 Overview This section addresses ICON’s Reimbursement Policy and charge-back procedures.

12-2 Reimbursement Policy The foregoing charges shall not be deemed penalties or liquidated damages, rather expense reimbursements for administrative and other costs incurred by ICON for the vendor’s failure to comply with the Terms and Conditions of Purchase, and the related polices and procedures set forth within ICON’s Vendor Compliance Manual. When assessing expense reimbursements, debit memos will be generated and provided to the vendors. If requested and available, other supporting documents concerning a specific noncompliance matter and associated reimbursement fee will be provided. Any deviations from the policies and procedures contained in this Manual and the Terms and Conditions of Purchase must be approved in writing by the Vendor Relations Department. Telephone conversations, verbal agreements, or agreements made with any other department will not be honored unless written authorization is provided by the Vendor Relations Department. ICON BUYERS ARE NOT AUTHORIZED TO EXEMPT VENDORS FROM COMPLYING WITH ANY OF ICON’S COMPLIANCE STANDARDS FOUND IN THIS MANAUAL.

All inquiries or disputes related to charge-backs must be submitted in writing within ninety (90) days of the charge-back date or thirty (30) days from receipt of the deduction, which ever is less to the following address:



12-3 Reimbursement Schedule Violation Code Non-Compliance Category # Issues

Policy Requirements

200 Failure to execute and deliver vendor agreement within 90 days. 300 A valid certificate of product liability insurance not on file.

Quality & Safety 400 Equipment, tooling, or materials supplied by ICON are lost or damaged. 405 Quality control records not available upon request. 410 Failure to submit product certification documentation. 415 Product does not meet regulatory labeling requirements.

` 420 Material Safety Data Sheet not on file. 425 Burs found on metal parts. 430 Injury resulting from burs on metal parts. 435 Failure to submit product for first article inspection. 436 First article failure. 437 Incorrect or insufficient first article report. 440 Unauthorized changes in process or material made to product. 445 Unauthorized rework at vendor’s facility. 450 Reworked parts not identified correctly on outer packaging and packing slip. 455 Product failed. 460 No response from Supplier on discrepant articles within 48 hours. 465 Inspection labor - resolving and sorting discrepant articles. 470 Failed inspection. 475 No feedback on corrective action request.

Purchase Order 500 Invalid PO number / PO not found. 505 Order shipped without authorized PO. 510 Pricing does not match PO pricing.

Inventory 530 Quantity shipped does not match quantity ordered. 540 Unauthorized changes / substitutions. 545 Goods received damaged / defective. 550 Product does not comply with drawing specifications. 555 Rework labor. 560 Inventory received more than 4 days early and freight is not optimized. 565 Inventory received late.

570 Vendor fails to surrender tool, die, pattern, equipment. 575 Failure to supply replacement parts.

Packaging - Production Material

600 No Label on carton. 602 Box / Pallet label has incorrect or missing information (PO #, description, quantity, etc). 604 Box labeled incorrectly. 606 Pallet label placed incorrectly. 608 Label quality does not meet requirements. 610 Varying quantities per box of same part. 612 Partial boxes not marked “Partial”. 614 Multiple parts on one pallet.


616 Tare Weight not shown on container. 618 No pallet used 620 Unacceptable pallet size. 622 Unacceptable pallet quality. 624 Unacceptable carton overhang on pallet. 626 Material received damaged. 628 Carton weight exceeds 50 lbs. 630 Product bundled incorrectly on pallet. 632 Cartons not secured with minimum shrink wrap / banding. 634 Pallets not loaded in trailer correctly (Forklift driver had to get off to remove items). 636 Proper fibreboard box specifications not used. 638 More than 1,000 small parts in a 48 cubic inch carton. 640 Damaged walking boards. 642 Pallet specifications for walking boards not used. 644 Flywheels incorrectly stacked in carton. 646 Flywheels not double banded vertically to pallet. 648 Non-tear vinyl label not used for steel bundles / Label not attached properly. 650 Round/Rectangular tube steel 2’ to 6’ long, exceeds bundled weight of 2000 lbs. 652 Mill length tube steel exceeds bundled weight of 3000 lbs. 654 Steel not received in proper square bundles. 656 Improper banding used to secure steel bundles. 658 Steel bundles not secured at required locations - equally spaced. 660 Cardboard not banded at both ends of steel less than 6 feet 662 Plastic parts improperly wrapped. 664 Packaging materials improperly banded.

Packaging - Finished Goods

700 Failure to submit packaging Report. 705 ICON artwork not used on re-generated labels. 710 Packaging box strength does not meet requirements / standards. 715 Parts not packaged correctly in box (i.e. not covered, secured). 720 Failure to provide minimum 4mil bags for hardware. 725 Suffocation warning missing / does not meet requirements. 730 Upright boxes not secured per requirements. 735 Flat boxes not secured per requirements. 740 No plastic protector sheet used. 745 Plastic protector sheet not properly attached. 750 Empty boxes not included with shipment. 755 Load identification slip missing.

Transportation 800 Failure to contact Freight Department for routing instructions. 805 Carrier showed up per scheduled pick-up date/time - Freight was not ready - More than 2

hour wait. 810 Carrier showed up per scheduled pick-up date/time, resulting in “Truck Order Not Used” or

cancellation charge. 815 Prepaid freight services not prearranged or pre-approved. 820 Vendor failed to consolidate same day/same destination shipment. 825 No delivery appointment instructions on BOL. 830 Unauthorized expedited carrier services. 835 Unauthorized air shipment. 840 Failure to notify changes in shipping hours. 845 Freight department not notified of late or missed shipments.


850 Failure to follow ICON Freight Dept. instructions. 855 No BOL received / incorrect information.

A/P - Invoicing 900 Vendor qualification forms not received. 912 No Packing Slip provided. 914 Packing Slip does not match shipment. 916 Incorrect information on Packing Slip. 918 Packing Slip not located on correct pallet in trailer. 905 Wrong PO / Packing Slip referenced on invoice. 910 No PO number referenced on the invoice. 915 Multiple packing slips for (1) invoice. 920 Missing / incorrect information on invoice.

EDI 1000

Returns & Recalls

1100 Draft Date: 6/26/2006 53 Draft Version 4

13- Appendix

13-1 Vendor Agreement

VENDOR AGREEMENT TERMS AND CONDITIONS

RECITALS:

A. ICON HEALTH & FITNESS, INC., a Delaware corporation, and its subsidiaries and affiliate companies (hereinafter collectively referred to as "ICON") are in the business of manufacturing, distributing and selling fitness and exercise equipment and other therapy and wellness products.

B. The vendor (hereinafter referred to as "Vendor") identified in the Acknowledgment of Receipt of ICON’s Vendor Compliance Manual of which these terms and conditions are a part (the “Vendor Compliance Manual” and, collectively with these terms and conditions, this “Agreement”) is desirous of providing ICON with certain goods, materials, products and/or tooling as set forth on Exhibit A hereto (the “Products”).

C. ICON and Vendor desire, by this instrument, to memorialize the terms of their agreement as herein set forth.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ICON and Vendor do hereby agree as follows:

1. Supply of Product. Vendor agrees to supply ICON with the Products and ICON agrees to accept and make payment for the Products complying with ICON's specifications, in such quantities and at such prices as ICON and Vendor shall from time to time agree upon. All Products shall be delivered to ICON at the times, in the quantities, and in the manner provided for in ICON's purchase orders, as from time to time delivered to Vendor.

2. Tooling, Molds and Dies. ICON and Vendor further acknowledge and agree that ICON and/or Vendor will from time to time purchase, construct or otherwise acquire certain tooling, dies, equipment, fixtures, or similar items of property (herein referred to collectively as "Tooling") to be used by Vendor in the manufacture of the Products for ICON. In this regard, Vendor acknowledges and agrees that,unless otherwise agreed in writing by the parties, any such Tooling supplied or paid for by ICON is and shall at all times remain the sole and exclusive property of ICON and will be delivered to ICON upon the termination of any agreement between ICON and Vendor for the supply of the Products or within ten (10) days after ICON's written request of delivery thereof. Vendor further agrees that it shall not use for itself or allow any other person or entity to use or otherwise utilize any of the Tooling, other than for the use and benefit of ICON or its assigns. Vendor will keep the Tooling separate and identifiable at the business of Vendor or such other place as Vendor and ICON may agree. Vendor shall maintain the Tooling in good order and repair and shall not waste or destroy the same. ICON, its officers and/or agents shall have the continuing right to examine and inspect the Tooling at any time during reasonable business hours.

3. Non-Disclosure and Non-Use. Vendor agrees that in preparation and anticipation of certain sales to be made by Vendor to ICON of the Products, Vendor will acquire and/or create information respecting the intimate and confidential affairs of ICON in the various phases of ICON's business.

Date: 6/26/2006 54

Accordingly, Vendor agrees for itself, its agents and employees, that it shall not at any time use for itself or disclose to any person any such knowledge or information acquired during the term of any vendor/vendee relationship between Vendor and ICON. This covenant of non-use and non-disclosure shall include and extend to all memoranda, notes, records, papers, patents, patentable products or processes, tooling, molds, sales practices, programs, trade secrets, know-how, new and enlarged customer relations, and other documents or information, some of which may be developed and prepared by Vendor for and on behalf of ICON and all objects associated therewith. Further, Vendor expressly agrees to disclose to ICON any and all information discovered by Vendor, its agents and/or employees that may be relevant to ICON's business activities.

4. Product Liability Insurance. In consideration of the purchases made or to be made by ICON hereunder, Vendor agrees to obtain and maintain, at its sole expense, one (1) or more policies of insurance with an insurance carrier having an "A" or "A+" rating by A.M. Best, specifically covering products liability and covering all Products sold to ICON. Each such policy shall also meet the following requirements:

A. ICON and each of its affiliates are to be included under the Standard Form Vendor's Endorsement;

B. Limits of liability are to be not less than $1,000,000.00 per occurrence, bodily injury and property damage, combined single limit;

C. If ICON installs, demonstrates, assembles or services Vendor's Products, the Standard Broad Form Vendor's Endorsement must be in effect (a negligence provision limiting coverage to ICON in this regard will not be acceptable);

D. Coverage extended to ICON must be not less than that provided in the Standard Vendor's Endorsement and must be set forth on the Certificate of Insurance provided ICON hereunder;

E. ICON must be provided a definitive written notice of cancellation of not less than thirty (30) days prior to any effective date of any cancellation or amendment;

F. A renewal policy must be in effect prior to the expiration of any existing policy; and

G. In the event a certificate of insurance with Standard Form Vendor's Endorsement cannot be issued in a timely manner, a binder issued by the insurer must be issued specifying (a) the inception and expiration dates of the binder, (b) that the applicable Standard Form Vendor's Endorsement is included, (c) that liability limits are not less than outlined above in this Section 4, and (d) if the policy is a claims made policy the retroactive date.

5. Indemnification. In consideration for the purchases made, or to be made, by ICON from Vendor, Vendor agrees to indemnify, hold harmless and defend ICON, together with its respective officers , directors, employees, agents, and representatives, from and against any and all actions, suits, claims, demands, losses, obligations, liability, judgments and expenses (including reasonable attorney's fees and costs) arising out of or connected with (directly or indirectly) (a) any violation or infringement of any patents, trademarks, trade secrets, copyrights, or other intangible property rights or protective devices, (b) unfair competition, (c) product defect, (d) product liability, (e) labeling violations and/or misrepresentations regarding the content, efficacy, purpose, side-effects or nature of any Product, (f) defect in material or workmanship of the Product, (g) violations of law or (h) violations of ICON's Sourcing Policy (as defined below) other than to the extent caused solely by and attributable solely to the acts or omissions of ICON. Vendor further agrees to indemnify ICON for all Inherent Ingredient Liability. For purposes of this Section 5, "Inherent Ingredient Liability" shall mean a liability for bodily injury caused by an ingredient that is included in a Product, and that has a known risk.

6. Quality Standards; Compliance With Laws

(a) Manufacturing Practices and Standards. Vendor hereby represents and warrants to ICON that it has established standard operating procedures ("SOP") for the manufacturing and supplying of the Products and such SOP contains operating standards or procedures that are at least as good as those prevailing in the industry. Vendor shall manufacture, package, label, supply and deliver all Products (i) in a professional, clean, Date: 6/26/2006 55

safe and sanitary manner, (ii) in accordance with the specifications established by ICON; and (iii) in accordance with Vendor's SOP as established by Vendor. Vendor acknowledges and agrees that ICON shall have the right, upon request, to confirm or verify that Vendor is in compliance with the representations, warranties and covenants made to ICON in this Section 6(a) to manufacture and supply the Products in accordance with its established SOP, including, without limitation, the right to review all documentation or materials relating to Vendor's SOP and the right to inspect Vendor's facility to ensure such compliance with its established SOP.

(b) No Adulteration, Misbranding or Defects. All Products shall be free from adulteration and misbranding and, if applicable, merchantable and fit for human consumption by purchasers of the Products from ICON. All Products shall be free of contamination or defect, and all reasonable care and skill shall be used in manufacturing and supplying the Products.

(c) Compliance With Laws. All Products sold by Vendor to ICON have been or will be produced and delivered in compliance with all requirements of any applicable federal, state or local laws and regulations, including without limitation, the Fair Labor Standards Act of 1938, the Tariff Act of 1930, the Lanham Act, the Food and Drugs Act, the Dietary Supplement Health and Education Act, the Flammable Fabrics Act, the Consumer Products Safety Act and all labeling acts. In the event any court, agency or other governmental authority should enter any order or injunction prohibiting or materially restricting the advertising or sale of any goods in which any Product is incorporated due to one (1) or more defects in such Product or one (1) or more alleged violations of any third-party rights relative to such Product, Vendor will promptly, repurchase all of ICON's inventories of such Product and will refund to ICON an amount equal to ICON's purchase price of such Product plus all freight and transportation expenses incurred by ICON in connection with ICON's return of such Product.

(d) Approvals. Vendor shall obtain, at its cost, all governmental, administrative and other approvals, licenses, permits and other authorizations and registrations necessary for the operation and conduct of its business. Vendor shall obtain all inventory, equipment, employees, facilities and any other item necessary in order to assure that Vendor has, and will have, the ability to perform its obligations hereunder in accordance with the terms and conditions hereof. Upon request by ICON, Vendor shall furnish ICON with a copy of any and all documentation of any kind demonstrating that Vendor is in compliance with, and has complied with, all applicable laws. Vendor expressly acknowledges the exclusive rights held by ICON in and to all governmental, administrative and other approvals, licenses, permits and other authorizations and registrations (collectively, "Approvals") necessary for the marketing, distribution and sale to the public of the Products by or on behalf of ICON or its affiliates. Vendor agrees that it shall not have any right, title or interest in or to the Approvals and that it shall not register or commence any procedures related to registration of any Product with any governmental or other entity or authority without the prior, written consent of ICON. In the event ICON consents to Vendor's registering of any Product with a governmental or other entity or authority, Vendor hereby (i) assigns and transfers to ICON all rights, title and interests in and to or arising out of such registrations or other Approvals and undertakes to fully cooperate with ICON to effect such assignment and transfer (including without limitation executing and delivering any documentation required in connection therewith), whenever requested by ICON (and/or immediately following termination of this Agreement, irrespective of the reason for such termination); and (ii) undertakes to request cancellation of any Product registration or other Approval that has been effected by Vendor whenever requested by ICON (and/or immediately following termination of this Agreement, irrespective of the reason for such termination). Without limiting the generality of the foregoing, Vendor hereby expressly, irrevocably and unconditionally grants ICON all necessary powers required for ICON to implement on behalf of Vendor the assignment, transfer, cancellation, revalidation or rectification of the Product registrations and other Approvals.

(e) Inspection and Documents; Audits. ICON, or ICON's designated agents, shall have the right from time to time, on reasonable notice and during business hours, to inspect and/or carry out a general quality assurance review of Vendor's facilities, manufacturing arrangements, inventory staging areas and all other Date: 6/26/2006 56

places relating to the performance of Vendor's duties hereunder. Additionally, ICON, or ICON's designated agents, may submit any Product to any and all forms of analysis, testing and review. Upon request by ICON, or ICON's designated agents, Vendor shall furnish ICON with information and copies of documents necessary for ICON to: (i) receive assurance that the Product was manufactured and supplied in accordance with this Agreement and in compliance with applicable law; (ii) secure all governmental licenses, registrations or approvals for the Product as required by applicable law; and (iii) respond to all governmental inquiries or requests, including, without limitation, access to any and all research and study materials acquired or maintained by Vendor.

(f) Hazardous Materials/Environmental Concerns. Vendor will not incorporate within any Product it supplies to ICON any material classified by any statute or regulation of the United States, any state within the United States, the nation where any such product is built or assembled, or any jurisdiction in which Vendor knows, or has reason to know, ICON will directly or indirectly market the Product (by itself or as a component), as hazardous to human beings or the environment. In addition, Vendor will not incorporate into any Product it supplies to ICON any material the importation of which is statutorily prohibited into either the United States or any jurisdiction in which Vendor knows, or has reason to know, ICON will directly or indirectly use or market the Product (by itself or as a component). In addition to any other remedy provided by this Agreement, Vendor will indemnify ICON for all costs reasonably incurred by ICON because of any breach by Vendor of its obligations under this section. Such costs shall include, but not be limited to, the expenses of replacing any breaching Product or any device of which such breaching Product is a component; the purchase price which ICON returns to any buyer because of Vendor's breach of its obligations under this section; any sums paid by ICON as compensation for physical injuries caused by such breach; any expenditures made by ICON for transportation and disposal in accordance with applicable laws and regulations of any breaching Product or component thereof; any funds expended for environmental removal, restoration, or remediation necessitated directly or indirectly by such breach; and any fines paid by ICON because of such breach.

7. ICON Purchase Orders. Vendor acknowledges and agrees that the terms of ICON's purchase orders, as from time to time issued by ICON, constitute an integral part of the agreement between ICON and Vendor. Accordingly, any breach by Vendor of any one (1) or more of the terms of any of ICON's purchase orders to Vendor shall constitute a breach of this Agreement. To the extent the terms of this Agreement and ICON’s purchase orders are inconsistent, the terms of this Agreement shall govern.

8. Compliance With Sourcing Policy. In conjunction with the Products to be delivered by Vendor hereunder, Vendor covenants and agrees to comply with the following terms and provisions (ICON's "Sourcing Policy"):

A. Vendor and its suppliers shall be committed to compliance with all applicable legal requirements, both at the place of manufacture or production and from a United States perspective.

B. Vendor and its suppliers shall strictly comply with all contract provisions, as well as all applicable laws and regulations, including those of the United States and those of the countries of manufacture and exportation.

C. Each of Vendor’s suppliers shall have received a current Vendor Compliance Manual, and shall execute and return to Icon an executed Acknowledgment of Receipt of the Vendor Compliance Manual.

D. Neither Vendor nor any of its suppliers shall knowingly allow the importation into the United States of merchandise that does not have accurate country-of-origin labeling.

E. Neither Vendor nor any of its suppliers shall knowingly allow the importation into the United States of merchandise manufactured with convict, forced or indentured labor.

F. Neither Vendor nor any of its suppliers shall knowingly allow the importation into the United States of merchandise manufactured with illegal child labor. Date: 6/26/2006 57

G. For each shipment of foreign-produced merchandise, Vendor shall supply a manufacturer's

certificate that the merchandise was manufactured at a specified factory, identified by name, location and country, and that neither convict labor, forced labor or indentured labor, nor illegal child labor, was employed in the manufacture of the goods.

H. On all visits to foreign factories, for any purpose, Vendor and its agents shall be watchful for the apparent use of prison or forced labor, or illegal child labor, or indications of inaccurate country-of-origin labeling, and shall take immediate responsive action when necessary and shall report questionable conduct in these areas to their management for follow-up and, when appropriate, corrective action.

I. If it is determined that any supplier of goods for ICON is in violation of any of the foregoing provisions, ICON will take appropriate corrective actions, which may include cancellation of the affected order, prohibiting the supplier's subsequent use of the factory, damages and/or terminating ICON's relationship with the supplier.

J. Vendor shall strictly observe customs and tariffs laws. All prices on import/export documents are to be the same as those set forth on ICON purchase orders. Invoices shall include the value of all assets, e.g., parts, components, tools, dies, and other items included in the completed goods, whether or not supplied by ICON.

9. Product Returns and Reworks. In the event ICON returns any Product to Vendor for reworking or other corrections and the reworked Product is then reshipped back to ICON, the reworked and corrected parts must be clearly identified in separate boxes marked "reworked parts".

10. Intellectual Property. (a) Ownership of Product Rights.

(i) Intention that ICON Own; Transfer of Product Rights. It is the express intention, understanding and agreement of the parties that ICON (or its designee) be the owner of all rights and interests of any kind whatsoever in all documentation, materials, formulas, formulations, processes, ingredients, specifications, standards and procedures, sketches, drawings, flow charts, reference materials, bills of materials, recipes and menus, patents, copyrights, trademarks, service marks, trade dress, know how, proprietary or confidential information or other intellectual or industrial property rights developed by ICON, provided by ICON to Vendor, or included in any Product (collectively, the "Product Rights"). Effective as of the date hereof, and effective at any time hereafter as and when Vendor develops or creates any Product Rights, Vendor hereby conveys, transfers, assigns and delivers to ICON (or its designee) all right, title and interests, in and to any and all Product Rights throughout the world, to the extent that ICON (or its designee) is not already the owner of all rights and interests of any kind whatsoever in such Product Rights. Vendor agrees to give ICON (or its designee, as the case may be) all reasonable cooperation to register, obtain or otherwise establish or defend the proprietary rights of ICON (or its designee, as the case may be) in and in connection with any and all Product Rights. Vendor acknowledges and agrees that Vendor shall have no, and shall not assert or claim any, legal, equitable or other right or interest, in whole or in part, in or to any of the Product Rights, ICON Trademarks (as defined below) or other intellectual or industrial property of ICON, except for the rights expressly granted to Vendor by ICON pursuant to Section 10(a)(ii) and 10(b) below.

(ii) Limited Grant-back License to Vendor. ICON hereby grants to Vendor a limited, non-exclusive, non-transferable, royalty-free, right and license to use the Product Rights solely to manufacture the Product for ICON during the term of this Agreement and not thereafter, at all times subject to the terms of this Agreement. Vendor acknowledges and agrees that ICON reserves and retains any and all rights not expressly granted hereunder to Vendor, and Vendor shall not claim any rights that are not expressly granted or set forth hereunder to Vendor.

Date: 6/26/2006 58

(b) Trademarks. ICON hereby grants to Vendor a limited, non-exclusive, non-transferable, royalty-free license solely to use the trademarks, service marks, trade names and logos owned by or licensed to ICON (the "ICON Trademarks") in labeling and packaging the Product for ICON during the term of this Agreement and not thereafter, at all times subject to the terms of this Agreement. Vendor hereby covenants and agrees that the ICON Trademarks shall only be affixed to the Products. Vendor shall have no rights to use the ICON Trademarks other than for purposes of labeling and packaging the Products pursuant to this Agreement, which labeling and packaging shall be in form and substance satisfactory to ICON. Vendor agrees to submit copies of the proposed manner, use and layout of the ICON Trademarks for approval by ICON, in ICON's sole and absolute discretion, prior to Vendor using the ICON Trademarks as set forth herein. Vendor shall not use the ICON Trademarks in advertising or promotional campaigns or otherwise, or use any confusingly similar names, marks or logos, in any manner that, in ICON's sole and absolute discretion, may be inconsistent with ICON's public image or be misleading or harmful to ICON.

Vendor hereby grants ICON (or its designee) a limited, non-exclusive, non-transferable, royalty-free license solely to use the trademarks, service marks, trade names and logos owned by or licensed to Vendor (the "Vendor Trademarks") in labeling and packaging the Products to identify the source and contents thereof, and in related marketing, sales, distribution and promotional activities.

11. Access to Study and Test Results. Vendor agrees to provide ICON with copies and other access to all test results and studies (in Vendor’s possession, under its control, or otherwise available to it) regarding the effects and/or effectiveness of each Product Vendor may from time to time provide to ICON, hereunder or otherwise.

12. Attorney's Fees. In the event that any party hereto shall be in default or breach of this Agreement, said party shall be liable to pay all reasonable attorney's fees, court costs and other related collection costs and expenses incurred by the non-defaulting or non-breaching party in prosecuting its rights hereunder. The Vendor further acknowledges that ICON would have an inadequate remedy at law for any breach by Vendor hereunder. Accordingly, Vendor agrees that ICON, in addition to any other remedies it may have available to it at law, may file suit in equity to enjoin Vendor, its employees and agents from any breach or threatened breach hereunder.

13. Waiver. A waiver by any party of any provision hereof, whether in writing or by course of conduct or otherwise, shall be valid only in the instance for which it is given, and shall not be deemed a continuing waiver of said provision, nor shall it be construed as a waiver of any other provision hereof.

14. Time of the Essence. Time is of the essence.

15. Governing Law. This Agreement, and all matters relating hereto, including any matter or dispute arising out of this Agreement, shall be interpreted, governed, and enforced according to the laws of the State of Utah, and the parties hereto consent to the exclusive jurisdiction of the First Judicial District Court of Cache County, State of Utah, or to any federal court located in the State of Utah, to resolve such disputes.

16. Amendments. This Agreement may be amended only by written agreement, signed by the parties.

17. Incorporation of Vendor Compliance Manual. The Vendor Compliance Manual, including all exhibits and attachments thereto, of which these terms and conditions are a part is incorporated herein by this reference and is expressly made a part hereof.

18. Preparation of Agreement. The parties hereto acknowledge that they have both participated in the preparation of this Agreement and, in the event that any question arises regarding its interpretation, no presumption shall be drawn in favor of or against any party hereto with respect to the drafting hereof.

19. Notices. Any notice, election, payment, report or other correspondence required or permitted hereunder shall be deemed to have been properly given or delivered when made in writing and (a) delivered

Date: 4/16/2004 59

personally to the party to whom directed, (b) when sent by United States mail with all necessary postage or charges fully prepaid, return receipt requested and addressed to the party to whom directed at its below specified address, or (c) when transmitted by telephone facsimile to the party to whom directed at the below specified fax number (if any). Any party may at any time change its address or fax number for purposes of this Agreement by giving written notice of such change of address to all other parties. If to ICON, then to: If to Vendor, then to:

Attn: Everett Smith Attn: ____________________ ICON HEALTH & FITNESS, INC. 1500 South 1000 West Logan, Utah 84321 (435) 750-3679 - Telecopier __________________ - Telecopier

20. Assignment. Vendor may not assign any right or obligation under this Agreement without the prior written consent of ICON.

21. Relationship of Parties. The parties expressly understand and agree that Vendor is an independent contractor hereunder and that no joint venture, partnership or agency relationship is created or intended to be created by this Agreement, and Vendor shall not be deemed to be or become hereunder the representative or agent of ICON.

22. Governing Language. This Agreement is prepared and executed in English only. The parties hereto represent and warrant that each is fluent in the use of the English language, that he has read and understands the terms hereof and freely accepts the same. In the case of any discrepancy between this Agreement, as written in English, and any translation (and in all other circumstances), this English version shall prevail. Draft Date: 4/16/2004 60 Draft Version 3

13-2 New Vendor Qualification Form ICON HEATLH & FITNESS - NEW VENDOR QUALIFICIATION FORM

(COMPLETE ALL INFORMATION - CONTROLLER MUST APPROVE PRIOR TO ANY PAYMENTS) DIVISIONS: ICON FREE MOTION ICON FIT ELEMENTS U.T.S. Completed by Vendor ICON A/P Assigned Vendor Number VENDOR NAME:

ADDRESS:

TELEPHONE: CONTACT:

FAX:

E-MAIL:

REMIT TO: (if different) FED. ID NUMBER: OR SOCIAL SECURITY NUMBER: (IRS W-9 form required: obtain form from : www.irs.gov/pub/irs-pdf/fw9.pdf or contact ICON Vendor Relations) TYPE OF VENDOR ("X" one): PRODUCTION SUPPLER SERVICE COMPANY OTHER (explain): RENT / LEASE LEGAL UTILITY / PHONE SUPPLIES REASON FOR NEW VENDOR SETUP (explain in detail):

LIST THREE (3) CREDIT REFERENCES: COMPANY NAME CONTACT PHONE NUMBER EMAIL ADDRESS

Completed by ICON

PERSON REQUESTING NEW VENDOR: EXT#:

FINANCIAL STATEMENTS REQUESTED BY: DATE: FINANCIAL STATEMENTS REVIEWED BY: DATE: CONTROLLER APPROVAL FOR SETUP: DATE: Please complete all information requested and deliver to: ICON Health & Fitness, Inc. C/O Vendor Relations Department 1500 South 1000 West Logan, UT 84321 Date 6/19/06 61

13-3 Vendor Dispute Claim Form Vendor Dispute Claim Form

Guidelines: • ICON requires all vendors to use this form. • Use one claim form for each dispute that is submitted. The exceptions are past due invoices and copy requests. • Check all the boxes that describe the dispute. • Make sure to attach all required documents and deliver to the address at the bottom of the claim form. • Allow a minimum of 30 days from the ICON received date for a response.

Check all that apply Type of Claim Required Documents Quantity Shortage • Chargeback copy

• Invoice copy • Packing slip copy • Proof-of-delivery

Cost Discrepancy • Chargeback copy • Invoice copy • Documentation supporting correct cost

Return Discrepancy • Non-receipt • Quantity shortage • Price discrepancy

• Chargeback copy • Tally Sheet used by vendor to check in return • Documentation supporting correct cost

Unpaid / Over-paid invoice • Chargeback copy • Invoice copy • Packing slip copy • Proof-of-delivery

Unearned cash discounts • Invoice copy Request for documents • Copy of remittance(s) – Circle or highlight items needed

• A per document charge may be assessed for excessive requests

Other (briefly explain) • Send all supporting documents that apply

TO BE COMPLETED BY THE VENDOR Date Submitted: Vendor #: Vendor Name: PO #: Invoice #: Date: Disputed Amount: $ Contact Name: Contact Phone#:

TO BE COMPLETED BY ICON Completed by: Repayment: Approved Denied Payback#: PO#: Dept#: Payback Amt: $ G/L: Amt: G/L: Amt: G/L: Amt: Approval: Date:

Submit to: ICON Health & Fitness, Inc. C/O Accounts Payable Department – Correspondence 1500 South 1000 West Logan, UT 84321 Date: 6/22/06 62

14-Contacts

CONTACT ADDRESS PHONE NUMBER FAX NUMBER Corporate Office 1500 South 1000 West

Logan, UT 84321 (435) 750-5000 -------------------------

Accounts Payable Supervisor 1500 South 1000 West Logan, UT 84321 (435) 786-5026 (435) 750-3627

EDI Coordinator 1500 South 1000 West Logan, UT 84321 (435) 786-5139 (435) 750-7767

Safety Manager 1500 South 1000 West Logan, UT 84321 (435) 786-5122 (435) 750-7713

Freight Manager 1500 South 1000 West Logan, UT 84321 (435) 786-5898 (435) 750-5286

Human Resource Manager 1500 South 1000 West Logan, UT 84321 (435) 786-5560 (435) 750-3917

Inbound Freight Supervisor 1500 South 1000 West Logan, UT 84321 (435) 786-5198 (435) 750-3927

International Freight 1500 South 1000 West Logan, UT 84321 (435) 786-5229 (435) 750-5270

Inventory Control Supervisor 1500 South 1000 West Logan, UT 84321 (435) 786-5332 (435) 750-3621

Inventory Control Locations: Logan

(Receiving) 1600 South 790 West Logan, UT 84321 (435) 786-5216 (435) 750-7756

Clearfield (Manufacturing, Receiving)

M-11 Freeport Center Clearfield, UT 84015 (801) 728-2484 (801) 728-2480

(Receiving)

1051 South Industrial Parkway Clearfield, UT 84015 (801) 728-2484 (801) 728-2480

(Shipping)

1201 South Industrial Parkway Clearfield, UT 84015 (801) 728-2484 (801) 728-2480

Smithfield North (Manufacturing, Shipping, Receiving)

521 South Main Smithfield, UT 84335 (435) 563-0418 (435) 563-4027

Smithfield South (Manufacturing, Receiving)

955 South Main Smithfield, UT 84335 (435) 563-6296 (435) 563-5870

Ogden (Shipping, Receiving)

238 South Clark Ave Bldg 16A Ogden, UT 84407 (801) 334-9455 -------------------

Legal Department 1500 South 1000 West Logan, UT 84321 (435) 786-7750 (435) 750-3679

Purchasing Manager 1500 South 1000 West Logan, UT 84321 (435) 786-5572 (435) 750-5223

Quality Control Manager 1500 South 1000 West Logan, UT 84321 (435) 786-5324 (435) 786-5797

Testing Manager 1500 South 1000 West Logan, UT 84321 (435) 786-5349 (435) 750-7739

Vendor Relations Department 1500 South 1000 West Logan, UT 84321 (435) 786-3647 (435) 750-3651

Warranty B-12 Freeport Center Clearfield, UT 84016 (801) 774-3800 (801) 774-3812

Date: 6/22/06 63