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SUPERVALU INC. Terms and Conditions
of Purchases
THE FOLLOWING TERMS SHALL BE APPLICABLE TO ALL PURCHASES, INCLUDING
PURCHASES THROUGH ELECTRONIC MEDIUM.
A. AGREEMENT
SUPERVALU’s Forms, any SUPERVALU invoice, any supplemental instructions,
current SUPERVALU shipping, billing and routing instructions, Supervalu’s
Continuing Guaranty and Agreement and these Terms and Conditions (collectively,
the “Terms”) set forth the entire agreement between Vendor
and SUPERVALU with respect to the sale by Vendor and purchase of goods
by SUPERVALU. Acceptance of this agreement is expressly limited to
the Terms. NEITHER VENDOR’S INVOICE NOR ANY OTHER VENDOR COMMUNICATION
SHALL VARY THE TERMS.
B. ACKNOWLEDGMENT of ACCEPTANCE of TERMS
By entering SUPERVALU’s SVHarbor system (the “System”)
and/or by shipping products to SUPERVALU, Vendor expressly accepts
and agrees to perform in accordance with the Terms. Vendor accepts
responsibility to comply with the Terms not only with respect to products
subject to any promotional offer made by Vendor in the System, but
also with respect to all other supply of products to SUPERVALU. If,
with respect to any form entered herein, Vendor realizes it will be
impossible to fulfill all conditions of these Terms, it is Vendor’s
responsibility to specify in the notes section of the form entered
any Terms with which Vendor cannot comply.
C. SHIPMENT of PRODUCT
Prompt shipment of goods as specified in any order placed with Vendor
and timely shipment are all of the essence for this Agreement and if
shipment is not effected within the time specified or as required to
fulfill SUPERVALU’s requirements, SUPERVALU reserves the right,
at its option and without limiting its other rights hereunder, to cancel
any order, including any special promotions, or reject any goods delivered
on an untimely basis and to hold Seller liable for damages sustained
by Purchaser as a result of Seller’s failure.
1. LATE SHIPMENTS: Shipments after the shipping date specified or
after the shipping dates required to meet SUPERVALU’s needs,
will be identified. SUPERVALU will notify Vendor of SUPERVALU’s
intended disposition of the shipment and/or penalties to be assessed.
SUPERVALU may assess Vendor a penalty (amount variable by DC) on those
orders shipped past the required shipment date. SUPERVALU reserves
the right to (i) return, at Vendor’s expense (incoming and outgoing
freight and handling charges where applicable), all shipments received
after the required shipment date without authorization by SUPERVALU,
and (ii) hold Vendor accountable for any special costs incurred by
SUPERVALU caused by the late shipment.
2. PARTIAL SHIPMENTS AND BACKORDER POLICY: Partial shipments and/or
backorders are acceptable only for the GM/HBC departments, but in any
event will not be accepted without SUPERVALU’s written authorization.
All authorized backorders and partial shipments must arrive on a freight-prepaid
basis and priced at the original bracket price. Partial shipments when
accepted by SUPERVALU must arrive within SUPERVALU’s required
shipment dates or within the time frame required by SUPERVALU, and
not after the authorized shipment date.
3. OVERAGES, SHORTAGES AND DAMAGES POLICY: The Bill of Lading and Purchase
Order will be adjusted to reflect actual quantities at time of product
receipt.
D. PROMOTIONS and ALLOWANCES
1. The Vendor will accurately enter the details of a promotional offer
in the System by Cluster/RFT group. No promotional offer shall be deemed
accepted by SUPERVALU until SUPERVALU acknowledges in written or electronic
form SUPERVALU’s acceptance of the offer. The terms of SUPERVALU’s
acceptance shall control over any contrary terms of Vendor’s
offer. The Vendor is required to:
· Use the correct vendor number
·
Select the correct promotion dates
·
Enter the correct dollar amount or lump sum
·
Enter the correct promotion type
·
Enter the correct UPC’s for products subject to the promotion
·
Select the appropriate D.C.’s/Clusters where the products will
be promoted
·
Accurately enter shippers and their components
SUPERVALU reserves the right to charge $100 per invoice per D.C. for
errors on product obtained by SUPERVALU for any net cost discrepancies
caused by the failure to follow these requirements. No charges will
be imposed if SUPERVALU created the error.
2. To avoid error charges, Vendor shall communicate any exceptions
or unique processing requirements in the Vendor comment section of
the Promotion Form. This could include overlapping dates on which Vendor
has scheduled promotions with SUPERVALU’s affiliates, other products
involved in the promotion, missing family group members (UPCs), or
special funding arrangements.
3. Vendor may not exclude any like item (i.e.: “Family items”)
from a promotion without providing a reason in the Vendor comment
section of the Promotion Form. Family items are identified as such
in the System. SUPERVALU may add such like items to a promotion by
notice to Vendor unless SUPERVALU accepts the exclusion of certain
Family items based upon the information provided by Vendor. The Vendor
will be notified of SUPERVALU’s changes to the included items
in a promotion, and will have the option to elect not to participate
in the promotion. Vendor must notify SUPERVALU within five calendar
days of receipt of SUPERVALU’s notice, or Vendor will be deemed
to have accepted the inclusion of such Family items.
4. The Vendor shall have an adequate supply of product available to
meet the demands of the promotion. If Vendor fails to have an adequate
supply available, Vendor shall reimburse SUPERVALU for damages incurred
by SUPERVALU including, without limitation, the costs incurred for
SUPERVALU to obtain substituted goods and the lost profit on sales
caused by any shortage.
5. SUPERVALU offers two payment methods for billback promotional allowances
(CMAPS):
·
Prepayment through SUPERVALU’s Trade Funds Efficiency Program
(TFEP).
·
Weekly invoicing for CMAP’s reflected to retail each week.
6. The Vendor is responsible to maintain, in confidence, user logons
into the System and ePromo, which provide access into Vendor’s
accounts. Vendor shall be responsible for all losses or damage resulting
from loss of these logons.
7. Vendor shall inform SUPERVALU about revisions or cancellations
in an approved promotion no later than two weeks before the start of
the promotion. In the event Vendor fails to so notify SUPERVALU, SUPERVALU
reserves the right to charge the Vendor a late cancellation or change
fee (variable by region) as well as charging Vendor an amount equal
to the profits on the lost sales resulting from such late cancellation
or revision based upon the estimated item movement provided by the
Vendor.
8. The vendor is responsible for following the Vendor Correspondences
procedures below in order to resolve their correspondence questions
and requests:
Vendor Correspondence Procedure
The Vendor understands and agrees that SUPERVALU is not responsible
for adjusting for billing mistakes and will not research requests
to review invoicing issues over two years from the date of the original
invoice.
Requests can be made one of the following ways:
·
Mail to:
SUPERVALU INC.
Central Disbursements
Vendor Correspondence
PO Box 9340
Minneapolis, MN 55440
·
Call SUPERVALU Customer Service at 877-278-6509
·
Email to:
central.disbursements@supervalu.com
(Need scanning ability to attach documents)
Payment Status or Past Due Invoices:
To check payment status on an invoice, please call the automated Vendor
Response System at 952-828-4769. In order to check your invoice, have
your vendor number, invoice number and purchase order number. The vendor
number can be found on a check remittance or a SUPERVALU document.
If vendor number, purchase order number or invoice number can’t
be found on the system, vendor must mail in a copy of the invoice and
proof of delivery to Vendor Correspondence. The request will be logged
into our vendor tracking system and forwarded to the appropriate area
for resolution.
Documentation Backup:
If there is a need for duplicate backup information for a deduction,
please call SUPERVALU Customer Service. The request will be logged
into our vendor tracking system and Customer Service will fax the
documentation from our imaging system. If Customer Service is unsuccessful
in locating the documentation, the request will be escalated to the
Vendor Correspondence team. The vendor will be instructed to mail
in the check remittance, clearly marking documents needed, along
with the transaction number Customer Service provided from the phone
call. Vendor Correspondence will verify the vendor’s centralized
correspondence information and contact the appropriate individuals
within SUPERVALU to provide the documentation. There is a $25.00
fee per document requested.
SUPERVALU uses centralized correspondence information for all vendors.
It includes a single correspondence contact name, address, phone number,
fax number and email address per vendor number where all documentation
from Shared Services-Central Disbursements will be sent. If you need
to update your correspondence information, please send your information
to the Vendor Correspondence department.
Later in 2004 SUPERVALU will allow the manufacturers and brokers to
have direct, on-line access to charge-back (deduction) detail via SVHarbor.
This information will allow a manufacturer/broker to access all deduction
detail through the internet (via SVHarbor).
Deduction Disputes:
All deduction disputes need to be in writing and mailed to the Vendor
Correspondence department.
Include the following information:
·
Company name
·
Vendor number
·
Requestors name and phone #
·
Copy of the deduction
·
Copy of check remit or EFT detail
·
Promotion/Price change form, price list or applicable information
·
Explanation of why the deduction is being disputed
The request will be logged into our vendor tracking system and forwarded
to the appropriate individual in SUPERVALU that can make the decision
on the issue. Vendor Correspondence doesn’t have repayment authority.
Vendors should follow the deduction escalation process for resolution
on deduction disputes.
Deduction Escalation Process
1. In most cases, the location promotion or category manager will make
the decision on the deduction in question.
2. If it is not possible to resolve the issue at this level, the next
step is for the vendor to meet with the location product director.
3. If the issue is still unresolved, then the vendor should meet with
the location vice president of category management. The vendor should
allow 30 days before going to the next level.
4. If the vendor has not been able to reach agreement after a meeting
with the vice president of category management, then the vendor should
redirect the discussions to the product department at SUPERVALU’s
Home Office. Prior to having discussions with SUPERVALU’s Home
Office, it is mandatory that the vendor provide full documentation
of each meeting that has occurred with the location to include:
·
Dates of meetings to resolve the deductions.
·
Names and titles of the SUPERVALU and vendor representatives in attendance
for the meetings.
·
Location response and disposition for each deduction in dispute. If
this information is incomplete, SUPERVALU Home Office will not attempt
to resolve the issue until such time as all supporting documentation
is available.
Assurance Audit Deductions:
Central Disbursements has an internal assurance audit team and also
partners with third-party audit firms. The internal audit staff,
in compliance with SUPERVALU’s audit policies, reviews all
deductions. Questions regarding audit deductions can be addressed
to the auditor as noted on the documentation notification or forwarded
to the vendor correspondence address above. They will be reviewed
and responded to within ten business days of receipt. If the vendor
disputes the claim, promotion or category management will be engaged
to support the audit policies.
Corporate Coupon Deductions:
SUPERVALU’s Corporate Coupons are processed by International
Data. Vendors can contact International Data at 1-800-581-6237 ext.
123 or jkennedy@iosnet.com for supporting documentation or deduction
disputes. Corporate Coupon document numbers start with 99SV#######.
Vendors can access coupon invoice detail, within a deduction summary
record, via an Internet site maintained by International Data. This
data is only available for three months on the Internet site.
International Data Internet Site Procedure
1. Log on to web site www.id-infotrac.com.
2. Click on line labeled “Retailer Coupon Redemption”.
3. Type in user verification code of “SECRET” (in capital
letters). Click Accept.
4. Click on SUPERVALU icon.
5. Click on orange link labeled “Manufacturer Deductions”.
6. The next page to appear is the Deduction Lookup page.
7. You will need to input the SUPERVALU Vendor # and Deduction #, both
of which appear on your check remit advice.
8. Press the “Search” button.
9. The next page to appear will identify the individual invoices within
the summarized deduction.
Miscellaneous Requests:
All other requests should be mailed to the Vendor Correspondence department
for research. The request will be logged into our vendor tracking
system and forwarded to the appropriate area for resolution.
E. CHANGES in PRICE and OTHER VENDOR INFORMATION
The Vendor will notify SUPERVALU of any price change on products supplied
to SUPERVALU with sufficient lead time in advance of the effective
date of the price change. Specific required lead times will be established
by department and could be revised periodically. All changes must be
submitted in writing or electronically to SUPERVALU on SUPERVALU’s
Cost Change Form.
The Vendor will promptly provide SUPERVALU Vendor Correspondence an
update as to pertinent information regarding their accounts such as
manufacturer changes, change of product line changes as well as change
of street address, phone number, e-mail address, etc.
F. INDEMNIFICATION, GUARANTY, and WARRANTY PROVISIONS
By submitting a promotional form to SUPERVALU and/or supplying products
to SUPERVALU, Vendor acknowledges and agrees to:
1. Indemnify and hold harmless, at Vendor’s sole cost and expense,
SUPERVALU, its subsidiaries, affiliates and customers, as well as their
respective directors, officers and employees, from and against any
and all losses, damages, liabilities, penalties, claims, demands, suits
or actions, and the costs and expenses thereof (including reasonable
attorneys’ fees) resulting from (i) any injury to or death of
any person or property damage suffered directly or indirectly by any
person or entity from the use of any merchandise or services offered
by Vendor, (ii) any alleged or actual trademark, patent, copyright
or proprietary right infringement arising out of SUPERVALU’s
use, sale or offering for sale of any merchandise or services offered
by Vendor, (iii) any breach of any of the terms of these Terms, including
a breach of the representations and warranties contained herein, or
(iv) any personal injury or property damage arising out of or related
to Vendor’s (including Vendor’s agents or employees) access
to any SUPERVALU or affiliate locations (in the case of injury to an
employee or agent of Vendor, Vendor’s defense and indemnification
obligation shall apply notwithstanding any limitation contained in
the worker’s compensation statutes of any state). SUPERVALU may,
at its sole option, participate in the defense of any claim, demand,
suit or action to the extent it is covered by the foregoing indemnity.
2. Guarantee that all merchandise and/or service herein provided to
SUPERVALU by Vendor has been or will be advertised, priced, stamped,
tagged, marked, manufactured, compounded, or produced, invoiced and
delivered in full compliance with all the federal, state and local
government laws, rules and regulations of any kind or nature, and that
all usual “seller” warranties, which attach by operations
of law, are to remain in full force and effect unless specifically
waived in writing by SUPERVALU. In addition, Vendor shall Guarantee
that all merchandise herein is merchantable and fit for its intended
use.
3. Warrant and guarantee to SUPERVALU that all merchandise provided
by Vendor is delivered at the prices stated on the front hereof or
at lower prices and upon any better terms and discounts prevailing
at the time of shipment.
4. Warrant and guarantee that the net price to SUPERVALU on this order
is no higher than the net price charged by Vendor to any of SUPERVALU’s
competitors for goods of like grade and quality within a reasonably
contemporaneous period.
5. Guarantee that in the event of a product recall or other withdrawal,
Vendor will reimburse SUPERVALU for all costs involved in removing
such goods from the stores and Distribution Centers; the handling,
reshipment to Vendor or destruction of such goods, and all replenishment
costs. Such indemnification, guaranty and warranty provisions shall
survive any inspection, delivery, acceptance of, or payment by SUPERVALU
for the merchandise.
6. In the event product is returned, Buyer will process a chargeback
to the Vendor for the quantity and product price being returned. Chargebacks
processed for returned product are reviewed against Vendor’s
current accounts payable status. If the Vendor’s accounts payable
status is active and supports the value of the return, the chargeback
will be approved. If the Vendor’s current accounts payable activity
doesn’t support the value of the return, the chargeback will
be denied and other arrangements will need to be made between the Buyer
and the Vendor.
7. Guaranteed Sale of Product: Vendor agrees that if after 90 days
a new product is not meeting or exceeding the agreed upon weekly sales
quantity, then the product may be discontinued by SUPERVALU. When a
new or existing item has been active for 90 days or more, SUPERVALU
may at its discretion notify the vendor by written notice that it has
elected to discontinue specific items and the vendor or agent has 15
days to provide disposition instructions to SUPERVALU. Without instructions,
and at the end of the 15 days SUPERVALU will dispose of the product
and will deduct the original cost of the product on the next remit
payment to the vendor.
G. PRICES
The prices quoted to SUPERVALU shall be binding on Vendor in the event
Vendor ships the merchandise to SUPERVALU, notwithstanding that the
merchandise shipped is received and accepted at the destination with
accompanying documents indicating prices higher than previously stated,
unless prior to such shipment SUPERVALU has been advised of any such
price increases(s) and SUPERVALU consents in writing thereto (Excluding
Fresh Produce). SUPERVALU’s acceptance of the merchandise shipped
at prices in excess of the prices herein stated shall not be construed
to be an acceptance of a counteroffer.
H. INVOICING INSTRUCTIONS
Unless stated to the contrary, Vendor will provide a separate invoice
with each Purchase Order and/or delivery. Each invoice must show the
D.C. name and number, department and if applicable, the order number
and the number of cartons shipped under each invoice. SUPERVALU reserves
the rights to charge back to Vendor any extra costs arising from Vendor’s
failure to comply with the above instructions.
Invoices
·
Due Dates are calculated from Receipt of Goods or invoice date; whichever
is later.
·
All EDI vendors should be transmitting invoices electronically. If
an invoice is not transmitted, then we will pay manually from a hard
copy, thus causing a possible delay in payment. In instances where
we have to process and invoice manually, the due date is determined
by the date we receive the invoice in Central Disbursements. A processing
fee per invoice is assessed when errors occur on the vendor’s
side that requires hard copies of the invoices to be manually processed.
·
If hard copies of invoices are received in Central Disbursements past
the term date, discounts will still be calculated.
·
Manual reconciliation of invoices is only necessary when there are
costing differences. When research is required to resolve and reconcile
an invoice, a processing fee is assessed.
·
SUPERVALU pays invoices in full and creates a separate transaction
for any necessary deduction using the same invoice number.
Checks
·
Checks are cut on scheduled due dates. If a due date falls on a weekend,
the check will be cut on the following Monday. If a due date falls
on a bank holiday, the check will be cut the next business day.
·
If there is a contra balance, checks are not issued until the balance
becomes a payable. Discounts are still calculated. Vendor statements
are provided monthly, if a contra balance exists.
·
SUPERVALU only guarantees cash in bank when a vendor has met the prerequisites
and been approved for the Electronic Funds Transfer (EFT) benefit.
I. PACKING and MARKING INSTRUCTIONS
Vendor shall be responsible to mark all cartons with Vendor’s
name and specific case/item UPC information (as applicable). An invoice
must be included with each shipment.
J. SHIPPING, ROUTING and RELATED INSTRUCTIONS
SUPERVALU’s policy with regard to the shipment of merchandise
to SUPERVALU is as follows:
1. The carrier must coordinate an appointment time to deliver the
merchandise to SUPERVALU’s respective distribution center.
Failure to do so may result in a financial penalty, which varies
by distribution in addition to delayed unloading.
2. All shipments having the same destination on the same day must
be combined and shipped on a single bill of lading, at the same price
bracket, including shipments consigned to a freight consolidator.
K. UNSALEABLES DISPOSITION and REIMBURSEMENT
The Vendor agrees to follow SUPERVALU's Unsaleable Product Policy;
as such policy may be modified by SUPERVALU periodically on the reimbursement,
handling and disposition of unsaleable product from retail stores and
warehouses through reclamation facilities. This policy addresses reimbursement
for unsaleable product in the grocery, frozen, dairy, general merchandise,
and health and beauty care product groups.
Written Agreement by SUPERVALU is required before any swell allowance
program is authorized. This includes any swell allowances that are
passed on to the retailer in the form of an allowance or in the cost
of the product.
Reimbursement by the Vendor to SUPERVALU for all unsaleable product
returned will be calculated based upon each item’s list cost
and the cost of handling that item in the supply system, unless that
Vendor is on a SUPERVALU accepted swell allowance program. Each Vendor
may choose the disposition of their product. If no disposition is chosen,
their product will be disposed of at the discretion of the reclamation
center. This is the most economical chute as product is sold immediately
for salvage to authorized salvage dealers.
L. ADDITIONAL REMEDIES
In the event of Vendor’s breach, SUPERVALU reserves the right
to:
1. Return at Vendor’s risk and expense (incoming and outgoing
freight and handling charges when applicable) all merchandise shipped
in excess of order, before ship date or after cancellation date specified,
shipped different from agreement or which is not equivalent to samples
or specifications submitted or examined on which order is placed. It
is understood that SUPERVALU’s return of merchandise rights shall
apply to all merchandise when found to be defective any time prior
to resale and for which SUPERVALU allows the customer a refund or credit
and upon the return of the defective merchandise, SUPERVALU shall have
the right to charge back to Vendor the cost thereof, the freight involved
and a handling charge.
2. Deduct any excess transportation charges accruing due to shipment
moving over route or mode of transit other than that designated or
due to merchandise being forwarded in more than one shipment.
3. Cancel any shipments in whole or the undelivered portion, without
further liability hereunder, in case of fire, strike, act of God, casualty
or any other cause beyond SUPERVALU’s control, materially affecting
any of SUPERVALU’s operations.
The above rights are not exclusive; SUPERVALU shall be entitled to
alternatively or cumulatively to damages for breach of this purchase
order, an order requiring performance, or to any other remedy available
at law or equity.
M. OTHER PROVISIONS
1. SUPERVALU may set off against amounts payable under these Terms,
or pursuant to any sale by Vendor to SUPERVALU, all present and future
indebtedness of the Vendor to SUPERVALU, or any of its parents, subsidiaries
or affiliates, arising from this transaction or any other transaction,
whether or not related.
2. Laws of the State of Minnesota hereunder shall govern these Terms
and Conditions and any disputes.
3. Any controversy arising out of, or relating to, this purchase order,
or breach hereof, shall be finally settled by arbitration in accordance
with the Commercial Arbitration Rules then obtaining of the American
Arbitration Association, which arbitration shall be conducted in Minneapolis,
Minnesota. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof.
4. This Terms and Conditions supersede all other agreements or understandings
(oral or written) and is intended by the parties to be a final expression
of their agreement and the terms thereof. No prior course of dealing
between the parties and no usage of trade shall be relevant to or supplement
any term hereof.
5. Vendor may not assign or delegate its rights or duties under this
purchase order without the written consent of SUPERVALU. SUPERVALU
may assign or delegate its rights and duties under this purchase order
without Vendor’s consent.
6. The Terms embody the entire agreement and understanding of the
parties hereto in respect of Vendor’s supply of merchandise to
SUPERVALU. The Terms supersede all prior agreements and understandings
between the parties with respect to such subject matter. In the event
of a conflict between the Terms and any purchase order, order confirmation
or similar document, the Terms shall prevail. The Terms may be modified,
amended or discharged only by a written instrument duly executed by
both of the parties hereto.
7. SUPERVALU shall not be deemed to have waived any rights in the
Terms unless such waiver is in writing and signed by SUPERVALU. No
delay or omission on the part of SUPERVALU in exercising any right
contained in the Terms shall operate as a waiver of such right or any
other right. A waiver on any one occasion shall not be construed as
a bar to or waiver of any right on any future occasion.
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