Annual Vendor Compliance Agreement

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The Sportsman’s Guide

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Table of Contents

Terms & Conditions

Financial Data

Merchandise Returns & Cancellation Policies

CARB ATCM Acknowledgement

Declaration of Compliance

Bio-Hazardous Materials Vendor Communication

Hazardous Materials Vendor Communication

Acceptance Statement

Change History Log

______Annual Vendor Compliance Agreement • Page -1

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Terms & Conditions

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1.)We, the Vendor agree to provide TSGwith all it’s requirements of such products between 02/01/2012 and 01/31/2012. We agree to ship the week of the ship date indicated on each Purchase Order, and we acknowledge that failure to ship in a timely manner will constitute a material breach of our obligations.

2.)Prices, terms, allowances, and product descriptions shall not be changed for the full life of the Sportsman’s Guide mailing, which is between 02/01/2012 and 01/31/2013.

3.)We have enclosed a Certificate of Insurance coverage for product liability with TSGnamed on the policy. We agree that all insurance policies required by TSG will be maintained, current, and not allowed to lapse.

4.) We accept that we have ninety (90) days from the date of TSG’s check to inquire about adjustments made to the check. After such a ninety (90) day period, all adjustments are final.

5.) We agree that during the period of time that we are providing product to TSG and for a period three (3) years immediately thereafter we will maintain the confidentiality of any and all proprietary or confidential information pertaining to TSG customers, prospects, trade lists, financial condition, statistical and accounting data, operations or operating systems, sales information, price lists, marketing concepts, methods and techniques in conducting their businesses, product sourcing, processes, designs, design concepts, and styling that we may be provided, exposed to, or learn of (collectively referred to as “Confidential Information”). We will not use or disclose any Confidential Information regarding TSG or any of its business operations to any third party, unless such disclosure is approved by TSG in writing, required by law, or necessary to the performance of our duties under the purchase order or this vendor authorization.

6.) We agree that these agreements and obligations shall not be affected or limited in any way by TSG’s extensions of express or implied warranties to it’s customers, except to the extent that any such TSGwarranties explicitly extend beyond the scope of our express warranties (as reported by us in the “Products Warranted” sub-section of the “Terms & Conditions” section of this Vendor Agreement Form.

7.) We accept that all transactions with TSG and all contracts related to such transactions, including this Vendor Agreement Form, shall be construed according to the laws of the State of Indiana. We further agree that any legal claimarising out of or relating to such transactions or documents may only be brought against Redcats USA in the state or federal courts presiding in Indianapolis, Indiana.

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Supplier’s Approval Signature:Approval Date:

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Financial Data

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TSG Credit Limit:______

Payment Terms agreed upon:______

Comments:______

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Accounts Receivable Factored: Yes ____ No ____ If yes, then Factored by ______

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Supplier’s Approval Signature:Approval Date:

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Product Data

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Supplier’s Approval Signature:Approval Date:

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Vendor Information

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Please fill out the following:

Vendor Data:

Company Name:______Phone(800 if avail): ______

Sales Manager:______Fax: ______

Street Address:______Email Address: ______

______Zip: ______Country: ______

City:______State: ______

Main Contact: ______Main Contact Email: ______

Rep Data:

Sales Rep: ______Phone(800 if avail): ______

Street Address: ______Fax: ______

______Email Address: ______

City:______State: ______Zip: ______Country: ______

Main Contact: ______Main Contact Email: ______

Customer Service Data:

Contact: ______Phone(800 if avail): ______

Street Address: ______Fax: ______

______Email Address: ______

City:______State: ______Zip: ______Country: ______

Returns Data:

Contact: ______Phone(800 if avail): ______

Street Address: ______Fax: ______

______Email Address: ______

City:______State: ______Zip: ______Country: ______

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Merchandise Returns & Cancellation Policies

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*TSG reserves the following rights with respect to the return of merchandise and cancellation of an order at Vendor expense (incoming and outbound freight and handling charges when applicable) and with prior authorization.

To return all merchandise delivered that is not equivalent to samples submitted or examined, or is damaged, or is not fit for resale, or is different from the amount ordered, or does not conform to all specifications, terms and conditions of this order and to all warranties and guarantees herein set forth (being considered “defective” merchandise for our purposes). It is understood that this return policy shall apply to all such merchandise when found to be defective at any time prior to resale or after resale and for which TSG allows the customer a refund or credit; and upon the return of the defective merchandise, TSG shall have the right to charge back to vendor the cost thereof, plus a fee to cover lost sales, marketing , the freight involved and a handling charge.

To refuse and/or return with authorization all merchandise that does not meet our purchase order specifications of style, size, color, quantity and/or quality (including unauthorized substitutions); or that is shipped before the ship date, or without valid purchase order numbers. When such merchandise must be returned, it shall be returned via carrier of our choice, freight collect. Consideration will be given to the vendor’s carrier of choice. Shipments made by the vendor without regard to our ship date and cancellation date may act to automatically cancel an order unless the dates are extended in writing by an authorized agent of TSG. No further notice of cancellation shall be necessary.

To accept any part of a shipment without waiving the right to reject the balance thereof by reason of vendor failure to comply fully with the terms and conditions of the order.

All risks, claims, storage or handling charges on returns by TSG that are refused by the Vendor, or on undelivered shipments by the Vendor to TSG will be the Vendor’s full responsibility, regardless of other terms of sale or passage of title. Any claims for non-payment of an invoice by reason of either our non-receipt of merchandise shipped by the Vendor or Vendor non-receipt of merchandise returned by us, must be sent to TSG via certified mail no later than 60 days after merchandise is shipped.

To return Merchandise and cancel any outstanding orders where a claim is made by others (whether founded or unfounded) that any action by TSG involving the merchandise by others violates any legal requirement for manufacturing, sale, labeling, safety, transportation of merchandise or infringes any alleged patent, design, trade name, trademark, copyright, trade dress, right of privacy, or other similar proprietary right. In addition to the other rights, TSG shall have the right to charge back to the Vendor the cost thereof, the freight involved and a handling charge. In the event TSG is precluded from returning the merchandise by act of government agency or regulatory authority, TSG shall be entitled to offset the costs of merchandise seized to the extent permitted by law.
Where TSG has good cause at any time to believe that any items of merchandise suggested or supplied pursuant to the order contain defects or hazards that could create a substantial risk of injury to any person or property, upon TSG’s request, the Vendor shall, at the Vendor’s expense, use it’s best efforts to locate, identify and recall such items, whether in the possession of TSG or TSG’s customers. The vendor, upon recalling such items, shall repair or replace them, or refund to retail purchasers their full retail price and any reasonably foreseeable consequential damages (fines, costs, etc.).
If the vendor refuses a return and instead would like TSG to destroy the product, they must give TSG a full refund. If the product being destroyed warrants a 3rd party to destroy the product, the vendor will be held responsible for paying the invoice for the party destroying the product.

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CARB ATCM Acknowledgement

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Dear Valued Supplier,

This letter of acknowledgement is to confirm your receipt of the following:

Formal Letter of the new CARB ruling; and
Final Regulation Order: Airborne Toxic Control Measure to Reduce Formaldehyde Emission from Composite Wood Products

Supplier/Agent Name:______

Supplier/Agent Number:______

Supplier/Agent Address:______

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Supplier/Agent Phone Number:______

I confirm the following:

All items I have shipped to The Sportsman’s Guide since January 1st, 2009 have either composite wood products produced prior to 2009, or are already in compliance with CARB ATCM regulations.
All items I ship between today and July 31st, 2009 have either composite wood products produced before 2009, or are already in compliance with CARB ATCM regulations.
All items shipped on or after August 1st, 2009 will be made in compliance with CARB ATCM regulations.
All items made in compliance with CARB ATCM regulations will be labeled per the law and will include the required information.

I hereby confirm receipt of the new CARB ATCM ruling, both the Formal Letter and Final Regulation Order. I also acknowledge that it is my responsibility, as a vendor and/or supplier to The Sportsman’s Guide, to ensure that finished goods shipping are in compliance with CARB ATCM regulations. The Sportsman’s Guide may impose a chargeback to recover any/all lost revenue and expenses it incurs as a result of any false or incorrect compliance information provided by it’s suppliers.

Signature of Supplier/Agent:______

Date:______

Thank you for your time and cooperation!

Sincerely,

Tori CarlsonJeff Rivera

Import/Customs Compliance Manager Import Specialist

Ph: 651-552-5393 Ph: 651-552-5377

Michael Brough

Vendor Compliance Specialist

Ph: 651-552-5885

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Declaration of Compliance

“California Proposition 65”

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Compliance of Califormia Proposition 65:

Vendor has reviewed the information in the Vendor Compliance Manual, page 6 and has met all requirements. It is the vendor’s responsibility to keep up to date and be knowledgeable about the law.

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Vendor Name:

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Vendor Contact Name:

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Signature:

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Name:Title:

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Date:

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Bio-Hazardous Materials Vendor Communication

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In order to minimize associate and customer concerns regarding exposure to bio-hazardous materials, it is important for TSG to be aware of what you as a vendor might be placing in or on packaging or product that could cause suspicion. This would include absorbent materials to reduce mildew, insecticides, packaging lubricants, or other material that we should be aware of. A list of products includes ammunition, any liquid, any cleaners, waxes, polishes, pastes or gels. Any kits of any sort such as first aid kits, cleaning kits, gun kits, etc. Any powered device of any kind either electric or fuel powered. Last but not least, anything that could be under pressure and any aerosol product.
All hazardous material goods must be labeled to meet Department of Transportation (DOT) packaging specifications, and must also include a shipper’s certificate. Please advise your Buyer if your product has land or air transportation restrictions. If you are using any of the above mentioned materials, please identify these materials and list them on this communication in the table provided below.
Please send a copy of the Material Safety Data Sheet (MSDS) to prior to shipping your product. In addition, we ask that you refrain from using white (and other) powders in your packaging, if it is possible to do so without compromising product quality.
We remain committed to associate and customer safety. While we are confident that our vendors and suppliers share the commitment, we deem it necessary to take these steps, and obtain information from our vendors as part of our security measures.

Materials used for Packaging:______

Signature:

1.______

2.______

Printed Name:

3.______

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4.______Title:

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Hazardous Materials Vendor Communication

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1. In order to minimize associate and customer concerns regarding exposure to hazardous materials, it is important for TSG to be aware of what products need MSDS sheets are coming to any of our Distribution Centers. It is imperative we receive these MSDS sheets prior to selling your merchandise.

Please send a copy of the Material Safety Data Sheet (MSDS) to prior to shipping your product.
We remain committed to associate and customer safety. While we are confident that our vendors and suppliers share the commitment, we deem it necessary to take these steps, and obtain information from our vendors as part of our safety measures.

Here’s a list of “General” Hazmat items that require MSDS sheets. It’s the vendor’s responsibility to know them and be knowledgable about any future information.

1. Ammunition.

2. Any product that includes matches.

3. Any liquid.

4. Any cleaner.

5. Any waxes, polishes, pastes or gels.

6. Any kits of any sort such as first aid kits, cleaning kits, gun kits, etc.

7. Any powered device of any kind either electric or fuel powered.

8. Anything under pressure or any aerosol product.

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Signature:

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Printed Name:

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Title:(Must be Senior Officer)

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Acceptance Statement

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*By signing below, I attest that I have read The Sportsmans Guide’s Annual Vendor Compliance Agreement dated January 2012 and understand that accepting any purchase orders from The Sportsman’s Guide and/or shipping goods via sea or air to TSG offices or Distribution Centers constitutes knowledge of and full acceptance of that Agreement.

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Vendor Name:

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Vendor Contact Name:

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Signature:

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Name:Title:

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Date:

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Change History Log

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Revision

Effective Date

/ Description of Changes /

Approved By

1.0 / 01/20/2012 / Creation of AVCA / Michael Brough

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Annual Vendor Compliance Agreement • Page - 1