urbanoutfitters 2008

Urban Outfitters Direct and Urban Outfitters Retail



INSTRUCTIONS FOR: PRE-TICKETING, LABELING, PACKAGING, MARKING, AND SHIPPING OF MERCHANDISE.



New Edition January 2008



Rev # 04/15/08 KO



TABLE OF CONTENTS

I. II. III. IV. V. VI. VII. VIII. IX. X. XI. XII. XIII. XIV. XV. XVI. XVII. Introduction.............................................................................................Page 3 Purchase Order Information……………………………………………….. Pages 4-5 Quality Assurance and Sampling Guidelines......................................... Pages 6-10 Merchandise Preparation and Documentation…………………………... Pages 10-11 Apparel Folding and Bagging Instructions……………………………….. Pages 12-20 Pre-ticketing/Pre-Labeling Procedures…………………………………… Pages 21-23 Country of Origin Product Marking Policy………………………………… Page 24 Carton Packing/Marking Instruction………………………………………. Pages 25-30 Bill of Lading Instructions…………………………………………………... Page 31 Proposition 65 – Defined with requirements……………………………... Page 32 Shipping of Hazardous Materials (ORM-D)………………………………. Page 33 Delivery Refusals……………………………………………………………. Page 34 Advance Shipment Notification……………………………………………. Page 35 Domestic Routing Instructions……………………………………………...Pages 36-37 Merchandise Drop-Shipped to Foreign Countries………………………..Page 38 Import Routing Instructions………………………………………………… Pages 39-43 Commercial Invoice Guidelines……………………………………………. Pages 44-45



XVIII. Chargeback Schedule……………………………………………………… Pages 46-48 XIX. XX. Terms of Purchase Agreement……………………………………………. Pages 49-52 Glossary of Terms…………………………………………………………... Pages 53-55



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I. INTRODUCTION

Welcome to the community of Urban Outfitters Vendors. Urban Outfitters, Inc. has chosen you as a vendor to uphold our Customer Guarantee by understanding and executing our standards. We are committed to offering high quality, unique products at excellent value to our customers. Urban Outfitters can only achieve this goal with the cooperation and support of our suppliers. Suppliers must completely understand these requirements when they accept merchandise orders:  Quality and Safety: Suppliers must make every possible effort to ensure the quality of all merchandise produced for Urban Outfitters. Products are to meet the Buyer's specifications and match approved production samples. Merchandise must comply with applicable federal and state regulations for health and safety.  Packaging, Marking and Labeling: All products must meet Urban Outfitters minimum specifications as outlined in this Vendor Shipping Guide to ensure smooth and efficient processing at the Distribution Center.  Delivery and Freight Routing: Manufacturers must meet delivery dates specified upon the approved purchase order and select freight delivery as outlined in this Vendor Shipping Guide. Late delivery that has not been approved by a Buyer in advance will result in a penalty. Our success depends on your complete understanding and execution of our vendor and product standards. Our aim is to provide you with clear routing and packaging instructions to ensure a cost-effective smooth flow of merchandise through our Distribution Center to our customers. Your role in our working relationship is to understand and execute our vendor guidelines before you accept orders. Any variation to these standards must be submitted in advance of the shipment to the Purchasing Department and approved by the Buyer. Violations to our requirements will result in direct charge backs to you to offset additional costs to correctly package, label, or dispose of unsatisfactory products. We require that you read, understand, and acknowledge our requirements by completing and returning the New Vendor Registration and Acknowledgement Form found on the Website home page. No Purchase Order can be issued until you have completed and returned this registration form. This guide will serve as preparation, pre-ticketing, packing, shipping, and routing instructions for merchandise consigned to Urban Outfitters, Inc., U.S. These instructions become effective January 2008 and supersede all other routing instructions. Please note that these instructions cover orders placed by Urban Outfitters Retail and Urban Outfitters Direct (web and catalog) business. Please be sure that this Vendor Guideline is forwarded to the person in your organization that is responsible for shipping orders. We value your commitment in providing the Urban Outfitters, Inc. customers with excellent product and service. We look forward to strengthening our partnership through clear understanding of our requirements. Please contact us if you have any questions about the content of this manual. Thank you, Jay Hallett Vendor Relations Manager



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II. PURCHASE ORDER INFORMATION

All new vendors are required to complete the “New Vendor Registration Form”. The form must be completed and returned to the Buyer / Production as soon as possible. Timely compliance will expedite the issue of purchase orders. An example of an Urban Outfitters purchase order is located on page 5. Your purchase order will designate the ship to location. Your purchase order will contain a Ship on Date (simply known as Ship Date) and an In-house Cancel Date (simply known as Cancel Date). Delivery of Purchase Orders earlier than the Ship Date indicated will be refused. Delivery of Purchase Orders after the Cancel Date indicated will be refused. Cancel Date is not an X-factory date. If your order cannot be delivered prior to the Cancel Date, you must contact your Buyer. Urban is not responsible for any redelivery charges associated with refused shipments. Compliance with the instructions set forth herein will not only aid us in our receiving and processing efficiency, but will also ensure prompt payment of invoices and eliminate the necessity of issuing chargebacks. For your reference and understanding, a copy of the Terms of Purchase Agreement is included. Failure to comply with any of the instructions in this guide may result in the refusal of the order, and/or the appropriate chargeback being assessed, with monies deducted from the merchandise invoice. Should you have any questions concerning these instructions, please refer to the Contact List found on the Website home page. Purchase Order Guidelines: The timely and accurate execution of the Urban Outfitters Purchase Order is essential in achieving our goal of outstanding customer service and credibility. To achieve this goal: Urban Outfitters has the responsibility to: Communicate plans and forecast with the vendor. Order Product in a timely manner. Maintain the correct vendor and product information, such as pricing, terms, lead time etc. Pay for merchandise based on the agreed terms. Vendors have the responsibility to: Verify that all information contained in the purchase order is correct. Confirm the order, pricing, and Ship Dates. Communicate with Buying Department any discrepancies immediately. Changes to shipment dates are to be communicated through a revised copy of the purchase order. Ship accurately and completely in a timely manner based on original purchase order. Ticket or label all merchandise as required by the purchase order. Price Change Policies Price Changes require 90 days notice. If item is currently slated for a catalog, the Vendor will honor the old price for the entire time period that the catalog is active.



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Vacation Closings If plant or company facilities are closed for extended times other than national holidays, please notify your Merchant 90 days before the closing to secure order placement and to guarantee delivery. Urban expects suppliers to have plans in place that will prevent out-of-stock situations or shipping delays.



EXAMPLE OF URBAN PURCHASE ORDER



1. 2. 3. 4. 5. 6.



Purchase Order Page Number Original / Confirmation Ordered (Order Date) Ship On (Do not ship prior to this date) In House Cancel Date (Order must arrive at the DC no later than this date) 7. Ship via (Use Routing Guide) 8. Terms (Payment terms) 9. Vendor Address 10. Bill To (Send all invoices to this address To determine if your purchase order is for the Retail or the Direct (.com) Division:



11. Ship To (Ship Purchase Order product to this address) 12. Style (Vendor assigned style number 13. Item Description 14. Item Color 15. IPMS Number (Urban assigned number) 16. SKU (Urban assigned number) 17. Cost per Unit 18. Size 19. Quantity (Quantity Ordered) 20. Units (Total units ordered) 21. Amount (Total extended cost)



Urban Outfitters Retail purchase order numbers are 5 digits, a hyphen, followed by 2 additional digits. For example: #12345-55 Urban Outfitters Direct purchase order numbers are 9 digits, beginning with “100”. For example: #100104567. Your purchase order will designate the ship to location. All orders for our Direct Division will be shipped to our Trenton, SC D.C. Retail orders will either be shipped to our Gap, PA D.C., if originating from the east coast, or to our Reno, NV D.C., if originating from the west coast. For state by state breakdown of which DC to ship to, please reference section XIV of this Vendor Guide.

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III. QUALITY ASSURANCE & SAMPLING GUIDELINES

Urban Outfitters, Inc. has implemented a Quality Assurance program to ensure that our customers continually receive a quality product free of defects, poor workmanship, or color shading problems. The quality control auditing of all items will be conducted in the Urban Outfitters Distribution Center by the Quality Assurance Department. The audit sample will be pulled on a random basis, and the acceptance of the order will be based on the Military Standard 105D as a guideline. Urban Outfitters reserves the right to return any goods to the manufacturer if goods do not comply with the standards set forth within these Quality Assurance Guidelines. Urban Outfitters Customer Guarantee All Urban Outfitter merchandise is unconditionally guaranteed. If customers are not satisfied with their purchase for any reason, the item can be returned. Product Safety and Liability All products must meet all federal and state product safety statutes and regulations, including those that fall under the Federal Trade Commission Act and the Consumer Protection Safety Act, as outlined in our Terms of Purchase Agreement. As stated in our Terms of Purchase Agreement, vendors must procure and maintain adequate product liability insurance naming Urban Outfitters as an additional insured. A. Vendor Out-Going Merchandise Inspection Policy Urban Outfitters requires vendors to perform independent „out of the box‟ Quality Inspections on their own products before shipping orders. All items should be inspected by workers before packaging; however, Urban Outfitters also requires that company Quality Inspectors (or Management in lieu of a designated person) inspect a portion of packaged boxes before releasing them for shipment. This involves opening packaged boxes and fully inspecting the item. The number of items that must be inspected is determined by the standard Urban Outfitters „Out-Going Inspection Sampling Plan‟ which allows up to 2.5% defective items, at an inspection accuracy of 95% as follows:

AQL : 2.5% Rejected Qty 3 fail 4 fail 6 fail 8 fail 11 fail 15 fail



Order Size 151 - 280 281 - 500 501 - 1200 1,201 - 3,200 3,201 - 10,000 10,000 - 35,000



Sample Size 20 20 32 125 200 315



Acceptance Qty 1 fail 1 fail 2 fail 7 fail 10 fail 14 fail



If the order „Fails‟ the Out-Going Inspection, vendors should proceed to inspect ALL items in the order.

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Vendors must contact the appropriate Urban Outfitters Buyer immediately to inform them of the problem and expected delays associated with correcting the problem. B. Distribution Center Inspection Policy All incoming merchandise is inspected by the DC Quality Assurance Department for order accuracy and quality. This is to ensure what is received matches what was ordered, and that the product meets Urban Outfitter‟s strict quality expectations. Inspections are performed by the DC Quality Assurance Inspector. The inspection of an initial sample per SKU will be performed to check for the accuracy of the order. The physical condition and description of the item will be verified against what was actually ordered. (i.e. Does the 42” wooden bench with stenciling, match the description provided on the Product Information Sheet?) Once order accuracy has been confirmed, the QA Inspector inspects for quality compliance. „Inspection Sampling Plans‟ are used to determine the number of items that must be inspected to give a representative sample of the complete order at pre-determined level of assurance. The standard Urban Outfitters Inspection Sampling Plan is based on Mil-Std-105D, which allows up to 2.5% defective items, at an inspection accuracy of 95% as follows:

1 Major defect per piece = fail 3 Minor defects per piece = 1 Major defect per piece = fail 2 Minor defects = increase tightness of pass/fail criteria 3 fails for same defect = go to 100% inspection AQL : 2.5% Rejected Qty 3 fail 4 fail 6 fail 8 fail 11 fail 15 fail



Order Size 151 - 280 281 - 500 501 - 1200 1,201 - 3,200 3,201 - 10,000 10,000 - 35,000



Sample Size 20 20 32 125 200 315



Acceptance Qty 1 fail 1 fail 2 fail 7 fail 10 fail 14 fail



The DC Quality Manager manages and adjusts Inspection Sampling Plans for each item based on historical inspection records to allow for more accurate and efficient inspecting. Acceptable merchandise is then “Received” and placed into Saleable Inventory. If products „Fail‟ the incoming inspection, the QA Inspector will follow the „Rejected Merchandise Procedure‟.



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C. Rejected Merchandise Procedure Any goods that fail inspection due to inferior quality, incorrect product, damages in transit due to packaging, or incorrect packaging or labeling will be subject to a vendor charge back. Charge backs may include a total replacement or credit for defective merchandise. Urban Outfitters will charge the vendor for the direct cost of labor incurred for 100% inspections plus a $50 processing fee. Please refer to the enclosed Charge Back Summary on pages 46 - 48 for details. If defective merchandise is shipped, Urban Outfitters will call the vendor for a Return Authorization (RA) # or voice authorization to return the goods. Vendors are required to pay for the return freight. If replacement merchandise is sent it must be shipped immediately and the vendor will pay for the shipping of this merchandise. If damage occurs to merchandise prior to its arrival at the Urban Outfitters Distribution Center, Urban Outfitters is absolved of the total cost of the merchandise. If products fail the initial incoming inspection defined by the Inspection Sampling Plan, the QA Inspector will then perform a 100% inspection. This determines the overall quantity of defective/rejected items and allows them to be separated from acceptable items. The cost of this additional inspection time is charged to the vendor, at a rate of $20/man hour. The QA Inspector will take comprehensive photos of defects and email them to the Buyer for the category concerned, as well as the QA Manager, and Head of Production & Engineering. The Buyer will then introduce the QA Manager (and Head of Production & Engineering, if needed) to the vendor to determine the root cause of the problem. If necessary, the QA Inspector will send a representative sample of the defective items to Urban Outfitters Home Office using FedEx. Vendors will be charged for this expense. After discussion with the vendor, the QA Manager will then advise the Buyer whether the vendor is able to fix the problem for future orders. The QA Manager will also determine if the defective items should be „Returned to Vendor‟ (RTV). D. Sample Requirements It is required by Urban Outfitters, that when your product has been chosen for inclusion in the assortment, that the vendor furnish us with samples as determined by the Buyer. The sampling policy may be modified at the discretion of the Buyer. Failure to deliver all samples and information in a timely fashion may result in the cancellation of all purchase orders. All samples are considered a cost of doing business and should be furnished and sent to Urban Outfitters at the vendor’s expense, unless otherwise stated and approved by the Buyer. Top of Production (TOP) Sample (Required) Production quality Final packaging One sample sent to the appropriate Buyer Must be delivered to the Buyer no later than 7 days prior to the Start Ship date Clearly labeled “Final TOP Sample”

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Photography Sample (Required upon request for Direct) True visual representation of final review sample Correct color, size, and finish One sample sent to the appropriate Buyer Clearly labeled “Final Photography Sample” Requested samples must arrive by the Buyer‟s specified date, prior to the order being shipped, to insure inclusion on the Website and / or in the catalog PR Sample (Required upon request) True visual representation of final review sample Correct color, size, and finish One sample sent to the Product Development Manager Clearly labeled “Final PR Sample” E. Sample Customs Requirements Commercial Invoices: All sample shipments must have a Commercial Invoice (for U.S. Customs purposes). Please ensure that the following information is included on any Commercial Invoice that you send to Urban Outfitters: Description of Goods: Brief description of the product that you are shipping Commercial Value: Even if goods are free of charge, you must state the value of goods (Fair Market Value) and note the following on the invoice: Samples. Free of Charge. Declared Value for Customs Purposes Only Textile Shipments: For shipments of textiles, please complete a Textile Declaration Form and send it together with the commercial invoice. For a copy of the form, you may visit the following Website: www.cole.ca/english/forms/textile.doc.pdf The Urban Outfitters Order number must be stated on your commercial invoice. F. Chargebacks Any goods that fail inspection due to inferior quality, incorrect product, damages in transit due to packaging, or incorrect packaging or labeling will be subject to a vendor chargeback. Chargebacks may include a total replacement or credit for defective merchandise. Urban Outfitters reserves the right to issue a chargeback to the vendor for all costs associated with additional inspection that is required as the result of a purchase order failing the quality audit. The vendor will be charged for the cost of the inspection, based on an hourly rate of $20 per man-hour. Vendors will be provided the option of having merchandise returned to them for inspection or repair with all freight charges being the responsibility of the vendor. The vendor will also be given the option of having the merchandise repaired by Urban Outfitters at the vendor‟s expense. For additional details please refer to Section XVIII titled “Chargeback Schedule”.



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If defective Merchandise is shipped, Urban Outfitters will call the vendor for an RA# or voice authorization to return the goods. Vendors are required to pay for the return freight. If replacement merchandise is sent it must be shipped immediately and the vendor will pay for the shipping of this merchandise. Backorders – Direct Orders Only – All orders are to be delivered to the Distribution Center in Trenton, SC by the Date required on the purchase order. Deliveries that arrive after the date required, without specific authorization from the Inventory Planner, will be subject to a penalty of 2% per day charge (10% per week) or cancellation of the order. In addition, any backorders that are incurred due to receiving the merchandise after the date required, may result in a chargeback of $8.00 per backorder taken.



IV. MERCHANDISE PREPARATION AND DOCUMENTATION – Retail and Direct

All merchandise shipped to Urban Outfitters Distribution Centers must adhere to the following general packaging, marking, and labeling guidelines. Following these guidelines helps insure that your merchandise arrives in our warehouse intact, undamaged, and as accurately as possible. Please refer to the contact list on the Website, if you have any questions about these requirements. Urban Outfitters must approve any variation to these standards in advance of the shipment. Vendor should require written confirmation to avoid violations to our requirements that will result in direct charge backs to offset additional costs to package, label, or dispose of unsatisfactory products. A. Arrangements will be made with vendors to pre-ticket merchandise. The accurate and proper preparation of merchandise is critical to the efficient processing of goods through our Distribution Center. Carefully following the guidelines outlined in this guide will expedite processing and help prevent delay of payment or the assessment of a chargeback. All garments must have a permanently attached main label, provided by the vendor, with the following information: 1. 2. 3. 4. 5. Fabric content Care instructions – In English and French Size RN # - Use manufacturers RN if available or Urban Outfitter‟s RN # 66170 Country of Origin



B.



Accessories and textiles may require permanent attached labels. For details contact the Import Traffic Department. All vendors are responsible for purchasing their own woven main labels for apparel orders, from label suppliers, as directed by the Buyer or Production Department. C. All hard goods must be permanently and indelible marked with the country of origin, or have a permanently attached label that is visible to the end user of the product. Country of Origin If clarification is required, refer to Revenue Canada Customs and Excise memoranda D11-3-1 (Marking of Imported Goods), or consult our Import Traffic Department.

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Note: For further detail and requirements on country of origin marking, please see section VII. D. Order Processing & Fulfillment for Domestic Vendors Shipment of Orders:   Orders should be shipped in strict accordance with the schedule set forth in the Purchase Order. Vendors must notify the appropriate Buyer of potential delays in shipment or partial shipments at least 10 business days prior to scheduled Ship Date. Receipt of such report does not constitute a waiver of the due dates for delivery. Urban Outfitters may assess penalties for early, late, and/or partial shipments. Vendor will be responsible for any costs incurred as a result of an incorrect product shipment.



 E.



Order Processing & Fulfillment for Off-shore Vendors Shipment of Orders:   Orders should be shipped in strict accordance with the schedule set forth in the Purchase Order. Vendors must notify the appropriate Buyer of potential delays in shipment or partial shipments, at least 10 business days prior to scheduled Ship Date. Receipt of such report does not constitute a waiver of the due dates for delivery. Urban Outfitters may assess penalties for early, late, and/or partial shipments. Vendor will be responsible for any costs incurred as a result of an incorrect product shipment.



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V. APPAREL FOLDING AND BAGGING INSTRUCTIONS – Retail and Direct

  All apparel should be folded and flat packed. See guidelines below: Apparel should be packed in a clear poly bag with a warning label that states the following: Warning: To avoid danger of suffocation, keep away from babies and children. Do not use in cribs, beds, carriages or play pens. THIS BAG IS NOT A TOY  Do not ship apparel on hangers.



Folding Guidelines – Retail and Direct Blouses Folding Preparations: Do not use pins, stiffeners and cardboard without prior approval. All closures must be buttoned, zipped, snapped, etc… Place garments face down. Folding Instructions: 1. Fold the right side over on the fold line. 2. Fold the sleeve back and down to line up with the folded edge. 3. Repeat steps for the left side. 4. Fold up tail ¼. 5. Fold bottom portion up to top shoulder fold line. 6. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Knit Tops, Sweaters, and Lightweight Jackets Folding Preparations: Do not use pins, clips, stiffeners and cardboard without prior approval. All closures must be buttoned, zipped, snapped, etc… Place garment face down. If the item has shoulder pads, fold arms and shoulder pads to the back. For Turtlenecks, fold collar down towards the front of the garment. Folding Instructions: 1. Fold the right sleeve over on the fold line. 2. Fold remaining portion back across center. 3. Repeat for the left side. 4. Fold in half by bringing the bottom of the sweater to the top of the sweater (Exception: fold in thirds if item is too long to fold in half). 5. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Short Outerwear Folding Preparations: Do not use pins, clips, stiffeners and cardboard without prior approval. All closures must be buttoned, zipped, snapped, etc… Place garments face down. If the item has shoulder pads, fold arms and shoulder pads to the back. Hoods should be folded down across back. Folding Instructions: 1. Fold the right sleeve over on the fold line. 2. Fold remaining portion back across center. 3. Repeat for the left side. 4. Fold in half by bringing the bottom of the coat/jacket up to the top. (Exception: for longer items, fold in ½, and then fold in ½ again). 5. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Skirts Folding Preparations: Do not use pins, clips (see below), stiffeners and cardboard without prior approval. The use of clips on skirts with belts is acceptable. All closures must be buttoned, zipped, snapped, or buckle belt. Place garments face down. Folding Instructions: 1. Fold the right side over the fold line. Fold the left side over the fold line. 2. Fold the bottom of the skirt up on the fold line. 3. Fold the top of the skirt down on the fold line. 4. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Dresses Folding Preparations: Do not use pins, clips, stiffeners and cardboard without prior approval. All closures must be buttoned, zipped, snapped, etc… Place garments face down. Folding Instructions: 1. If the item has shoulder pads, fold arms and shoulder pads to the back. 2. Fold the right sleeve over the fold line. 3. Fold remaining portion back across center. 4. Repeat for the left side. 5. Dresses should be folded in ½ by bringing the bottom of the dress up to the top of the dress then fold in ½ again. 6. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Front Crease Pants Only Folding Preparations: Do not use pins, clips (see below), stiffeners and cardboard without prior approval. The use of clips on pants with belts is acceptable. Do not button, snap, or zip. The belt must be in belt loops; the buckle must be tucked in front fold. Place garments face down. Folding Instructions: 1. Fold pant on the center crease. 2. The zipper side is tucked in (Exception: side zipper). 3. If needed, tuck in front fold and align pant to form a straight line. 4. Fold in half by bringing the bottom of the leg up to the top of the pant. 5. Fold in half again. 6. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines All Other Pants Folding Preparations: Do not use pins, clips (see below), stiffeners and cardboard without prior approval. The use of clips on pants with belts is acceptable. Do not button, snap, zip, or buckle belt. Place garments face down. Folding Instructions: 1. Fold in half. 2. If needed, fold back rise over and align pant to form a straight line. 3. Fold the legs up to the top of the back pocket. 4. Fold in half again. 5. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Robes and Sweater Coats Folding Preparations: Do not use pins, clips, stiffeners, and cardboard without prior approval. All closures must be buttoned, zipped, snapped, etc… Lay robe belt flat on back of garment. Place garment face down. Folding Instructions: 1. If the item has shoulder pads, fold arms in back leaving shoulder pads facing the front. 2. Fold the right sleeve over the fold line. 3. Fold remaining portion back across center. 4. Repeat for left side. 5. Fold in half by bringing the bottom of the robe to the top. Fold in half again. 6. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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Folding Guidelines Long Outerwear / Coats Folding Preparations: Do not use pins, stiffeners and cardboard without prior approval. All closures must be buttoned, zipped, snapped, etc… Place garments face down. Folding Instructions: 1. Fold the right side over on the fold line. 2. Fold the sleeve back, and down, to line up with the folded edge. 3. Repeat steps for the left side. 4. Fold up tail ¼. 5. Fold bottom portion up to top shoulder fold line. 6. Place the folded garment into clear polybag and seal the polybag with clear tape or heat-seal.



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VI. PRE-TICKETING / PRE-LABELING PROCEDURES – Retail and Direct

The Buyer will indicate on the purchase order if the merchandise is to be pre-ticketed / labeled. Tickets / labels are not automatically sent to the vendor. It is the vendor‟s responsibility to order the required Urban Outfitters tickets / labels through Checkpoint Systems. Checkpoint Systems will produce the tickets / labels and send them to you using their Checknet site http://checknet.checkpt.com. Checknet is a global print shop Service Bureau, of Checkpoint Systems Inc., USA. It provides just-in-time supply of price tickets, bar-coded tickets, and labels, via an international network of print shops located in manufacturing source countries. The program is designed to expedite receipt of your tickets / labels by processing your requests more efficiently, and affords the vendor better control over the timing of placing your ticket / label orders. Under this program, the vendor will be billed directly for the tickets / labels and is responsible for paying the invoice provided by Checkpoint. Each shipment will include a Commercial Invoice. Payments will be made from the receipt of a Monthly Statement that will be sent to the address designated by the vendor for billing. It will contain a recap of all ticket / label charges, plus tax, freight for the month, as well as any outstanding balances. (Contact Checkpoint if you are a tax exempt vendor.) When paying on behalf of another factory, please reference your 6 digit customer ID code located on the consolidated invoice. This will insure that your account is correctly credited. The vendor will be responsible for registering with Checknet and for ordering tickets / labels for existing orders no sooner than 8 weeks and no later than 2 weeks prior to the Start Ship Date. It will be the responsibility of the vendor to insure that a sufficient quantity of tickets / labels is ordered. Lost or damaged tickets / labels will be the responsibility of the vendor to be replaced. Urban Outfitters reserves the right to cancel or take appropriate discounts / chargebacks on any and all open Purchase Orders on vendors that are delinquent in paying their Checkpoint invoices. Do not send un-ticketed / unlabeled merchandise unless approved by the Buyer. Vendors are also responsible to verify purchase order and ticket / label information, and to ensure accurate damage-free placement in accordance with the instructions found on this Website. DO NOT GUESS! If a particular product is not covered in these guidelines, call the Buyer or Compliance Manager for proper ticketing instructions. Do not make any changes to information on the printed tickets or labels. RETAIL - Placement The tickets or labels must be placed so as to not conceal any Country of Origin markings. Labels are to be attached to the product, not to the packaging of the product. All vendor tags containing manufacturers suggested retail must be removed prior to affixing Urban Outfitters price tickets. Unless arrangements are made with the Buyer, chargebacks will be assessed for mis-ticketed or un-ticketed merchandise. Repeat offenses will be subject to an escalating chargeback schedule.



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DIRECT - Placement All products must be identified with a label on the inner packaging containing each item or set. Apparel must be individually bagged and labeled. The label will include the following information from the purchase order: - Urban Outfitters Direct Style Number – as indicated on PO - Urban Outfitters Direct Description – as indicated on PO - Size & Color (if applicable) Orders for the Direct Division do not require the vendor to attach a hangtag or price ticket to the merchandise, as is required on Retail orders. The Direct Division does require the vendor to attach labels to the center back of the packaging for each item. Product Labeling – Direct The Direct label measures 3”X3”. Please be sure that all packaging has a surface area that will accommodate the size of this label. If the packaging is too small to accommodate the 3”X3” label, it is permitted to fold the label in order for it to fit the largest side of the package. Please make every attempt to have the SKU # fully visible. 1. Labels should be affixed to the back of the poly bag in the center of the item. 2. All hard goods must be individually labeled with the label affixed to the outside of any packaging or padding. Labels must be applied to the side of the box that contains the most surface area. For boxed items, this will normally be the bottom of the item unless the side of the item has more surface area. The preferred placement of the label is in the center of the item however, the label should not cover any instructions or take away from the appearance of the item. In instances where the label cannot be applied in the center, the label should be placed in the bottom right hand corner of the bottom of the item. 3. Shoe boxes and any rectangular shaped cartons must be labeled on the center bottom of the box. The lid must be secured, as to not open when turned upside down. 4. Labels should not be placed directly on a hard good item surface. Hard goods should be individually paper or plastic wrapped with label affixed to wrap. 5. All existing bar codes on the packaging should be removed or covered with Urban‟s label. 6. All vendor tags containing manufacturers suggested retail must be removed prior to affixing Urban Outfitters price tickets. Unless arrangements are made with the Buyer, chargeback‟s will be assessed for mislabeled or unlabeled merchandise. Repeat offenses will be subject to an escalating chargeback schedule.



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You only need to register once with Checkpoint. It is not required to register for each division with which you are working. To get started, simply: Visit the Website, http://checknet.checkpt.com and click on “Apply for New Account.” Once the application is submitted, a log-in ID and password with be emailed to you in 3 to 4 days. You will be able to view existing orders, and order labels by going to the “Orders” menu, and “Release Staged POs”. Pricing will be available upon check out or by calling the Checkpoint customer service. Allow 5 to 7 days for the printing of Retail price tickets, plus a few days for shipping. You should allow 2 to 3 days for the printing of labels, for Direct and Retail orders, plus a few days for shipping. The shipping of tickets / labels may be expedited; however, the production of tickets / labels cannot be rushed. CUSTOMER SERVICE REPRESENTATIVES FOR CHECKNET Customer Service Help Line: 866-910-9106, checknet@checkpt.com or you may call one of the following: USA Danielle Duong Customer Service Rep. Checkpoint Printing Houston Main: 713-981-6215 x 210 Direct: 713-351-4210 Fax: 713-981-6223 USA back-up Karen Desbiens Inside Account Manager Checkpoint Printing Houston Main: 713-981-6215 x204 Direct: 713-351-4204 Fax: 713-981-6223 Hong Kong Ricky Yim Customer Service Officer Checkpoint Systems Hong Kong Ltd. Direct: 852-2995-8362 Fax: 852-2527-8408 Ricky.Yim@checkpt.com



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VII. COUNTRY OF ORIGIN PRODUCT MARKING POLICY

Whereas the US Customs and Border Protection Agency requires country of origin markings for virtually all products imported into the United States, and whereas the Canada Broker Services Agency maintains similar requirements, and, since virtually any product purchased by Urban Outfitters, Inc. or any of it’s brands may potentially be exported from the United States to Canada, it is the policy of Urban Outfitters, Inc. that each item purchased be clearly and durably marked with the country of origin according to the regulations of the US Customs and Border Protection Agency, which reads in part: Sec. 134.11 Country of origin marking required “Unless excepted by law, section 304, Tariff Act of 1930, as amended (19 U.S.C 1304), requires that every article of foreign origin (or it‟s container) imported into the United States shall be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the article (or container) will permit, in such manner as to indicate to an ultimate purchaser in the United States the English name of the country of origin of the article, at the time of importation in the Customs Territory of the United States, containers of articles excepted from marking shall be marked with the name of the country of origin of the article unless the container is also excepted from marking.” For additional information concerning the U.S. Marking laws, please visit the following Website: www.cbp.gov/linkhandler/cgov/toolbox/publications/trade/markingo.ctt/markingo.doc Durable markings include, but are not limited to, imprints, self-adhesive labels, and durably affixed hangtags. Markings should not be affixed to Urban Outfitter hang tags and/or price tags.



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VIII. CARTON PACKING / MARKING INSTRUCTIONS – Retail and Direct A. General Packaging Requirements – Unit Prep

The inner carton specifications must ensure the safe arrival of merchandise and meet the following criteria: All products must be wrapped entirely in a minimum thickness of 0.06mm plastic sheet or 0.5mm micro foam. All merchandise must be packed in re-shippable cartons, and cartons must have a burst strength of 200 psi or greater. See guidelines on page 27. Merchandise that is greater than 21 inches in length or 25 pounds must be shipped in “customer ship ready cartons” as single units, safe for transit in a small package environment. All merchandise must be well protected, such that no internal movement occurs when the box is shaken. Individual items must be wrapped with sufficient micro foam sheets or paper padding to prevent movement and the possibility of items rubbing together. Ensure that there is no unoccupied air space in the inner carton. Any moving parts or areas that could potentially rub against other parts, or the carton, must be covered in micro foam or corrugated sheets. Do not mix sizes or colors of merchandise within an inner or master carton. Vendors must make every effort to ship merchandise in cartons that contain a single SKU. In cases where there are to few units to put in a standard size carton, the excess of several different sizes and / or colors of the same item may be grouped together in a mixed carton. However, the number of mixed cartons in a shipment must be kept to an absolute minimum. If mixed cartons are necessary, the vendor must separate each section of a mixed carton with a layer of corrugate or paper. Cartons – Carton Prep Cartons must be fully enclosed with no exposure of internal contents. Cartons should be sized to fit snuggly around the internal packaging so there is no room for the product to move or vibrate. Box type is dependant on the type of product; specified in the following sections. Do not pack more than 50 (fifty) pounds to a shipping carton, unless the weight of a single item exceeds this weight limit. Maximum acceptable carton dimensions are 24” length, 16” width, and 18” height, unless the size of the item exceeds these dimensions.

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Only standard 48” X 40” pallets will be accepted for shipments that are palletized. Staples are not allowed to seal or secure cartons. Tape only. Tape must be professional heavy-duty clear plastic box tape, or cord reinforced brown paper box tape. No plastic office tape. Do not place bands or straps on cartons as they may damage our sorting equipment. Cartons need to be printed with clearly visible UP arrows and standard „Fragile‟, „This way up‟ and „Keep Dry‟ pictorial symbols, as per ATSM D5445 "Standard Practice for Pictorial Markings for Handling of Goods" or similar. New packaging samples must be approved by the Urban Outfitters Compliance Manager in advance of shipment. Each carton must adhere to the standard marking requirements. Vendor numbers alone are inadequate. Adhere to the guidelines listed under Carton Marking Instructions.



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 Cartons must meet the following specifications based on final package weight: Package weight 200 lbs Wall Double wall Double wall Double wall Triple wall Burst Strength Edge Crush Test 200 psi 275 psi 275 psi 350 psi 32 lbf/in 32 lbf/in 48 lbf/in 51 lbf/in



AC flute sizing is required for Double-Wall cartons Outside of Carton A. E n C. s C . u .. r e t A = 42 flutes per foot h C = 36 flutesaper foot t t h e  Corrugate must be aligned vertically. r e i s n o Flutes on long side



Inside of Carton



u n o c c u p i e For detailed packaging requirements, please see our Packaging and Product Requirements Addendum, d which is arranged by product classification. a i r

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B. RETAIL ONLY - Carton Packing - Prepack Orders – (the ratio is listed on the purchase order)

All merchandise packed in prepack configuration must be pre-ticketed. 1. Prepack orders typically contain an assorted size range, as specified on the purchase order. Example: Urban orders 60 units of Style # ABCD and the PREPACK RATIO is as follows: Small – 1 unit Med – 2 units Large - 2 units X-Large - 1 unit Total = 6 units 60 units (of Style # ABCD) divided by the number in each prepack (6) = 10 prepacks that contain 1 S, 2 M, 2 L, 1 XL. These 6 units should be individually folded, and all 6 units placed together in a larger polybag. See below: 1 unit Small 2 units Med 2 units Large 1 unit X-Large



 Individual units do not need to be polybagged. A master polybag containing all units is sufficient. 2. Where possible, it is preferred that each carton contain only 1 prepack. If this is not possible due to the size of the product or the size of the carton, it is permissible to pack more than 1 prepack in a carton. Cartons containing a single prepack reduces the amount handling in the DC, and expedites the processing of the order to the stores. 3. Each prepack must be packaged so that the price ticket for the smallest size in the range is visible through the polybag, or be labeled with a SKU identification label prepared by the vendor. 4. Each carton of a prepack purchase order must contain only one style/color. 5. Exceptions will be made for small orders that can be packed in a single carton. You must clearly mark the carton as containing multiple SKU‟s and separate the SKU‟s within the carton. Please call Vendor Relations to confirm if your orders qualify for this exception. 6. Each carton must only contain merchandise in the designated prepack configuration – no loose pieces. 7. Each carton must be packed with the same number of prepacks. If it is necessary, one carton may contain a different number of prepacks, but must be conspicuously marked with the different number.



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C. RETAIL ONLY - Carton Packing – Case Pack Orders

Retail - All merchandise packed in case pack configuration must be pre-ticketed.



1. Case pack orders contain a pre-determined number of units of the same SKU, as specified in the



purchase order. They may be bundled within the shipping carton, or the shipping cartons themselves may be the case pack.



2. Item SKU must be indicated on each case pack. 3. Each carton must be packed with only one purchase order. 4. Each carton of a case pack purchase order must contain only one SKU. 5. Each carton must only contain merchandise in the designated case pack configuration – no loose pieces. 6. Each carton must be packed with the same number of case packs. If it is necessary, one carton may

contain a different number of case packs, but must be conspicuously marked with the different number.



D. RETAIL and DIRECT - Carton Packing – Non-Prepack Orders - (referred to as “loose”)

1. Each carton must contain only one purchase order. 2. Each carton shall contain only one size and one color of one style. 3. Each carton must be packed with a standard number of units. The last carton of a SKU may contain a non-standard number of units, but must be clearly marked as such.   Exceptions will be made for small orders that can be packed in a single carton. The carton must be clearly marked as containing multiple sku‟s and the sku‟s must be separated within the carton. Please call the Vendor Relations Department to confirm if your orders qualify for this exception.



E. Carton Marking Instructions – Retail and Direct

1. The following information must appear legibly on the outside of each shipping carton: The full address of both the shipper and the ship to address or consignee address (if applicable), as is indicated on the P.O. The Urban Outfitters purchase order number. Vendor style number / size and color. Number of units contained in the carton. Multiple carton shipment markings, e.g. 1 of 5, 2 of 5, etc. All cartons must be marked “Do Not Open with a Sharp Instrument”. See page 42 for an example of the preferred carton marking method.



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2. Packing lists must accompany all shipments and be affixed to the outside of the first carton in a “Packing List Enclosed” envelope. 3. Vendor must notify the Urban Outfitters Buyer if orders are being partially shipped prior to shipping.



F. RETAIL and DIRECT - Packing List 1. Each Shipment must contain a Master Packing List that provides a summary and detailed breakdown,

by carton, of the total contents of the order being shipped. information:



2. Packing list must be legible and affixed to the outside of the lead carton, and must contain the following

Retail - Urban Outfitters seven digit purchase order number. Direct - Urban Outfitters nine digit purchase order number. Urban Outfitters style number / name or product description. Urban Outfitters color name or number. Total number of cartons. Unit of measure, e.g. each, dozens, pre-pack, etc. For pre-packed merchandise, individual size breakdowns must be indicated. Quantity per SKU (style/color/size) for each carton. Total number of units in shipment.



3. When a shipment contains multiple purchase orders, a separate packing list for each purchase order is

required. Do not combine multiple purchase orders on the same packing list.



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IX. BILL OF LADING INSTRUCTIONS – Retail and Direct

Multiple purchase orders shipped to the same location, on a given day, must be shipped on one bill of lading. Bill of Lading must be marked PREPAID. A Bill of Lading is not required for shipments shipped via UPS or Fed Ex. The following information must be legible and included on the carrier‟s bill of lading: Complete address of shipper Complete address of consignee, as stated on the purchase order Urban Outfitters purchase order number(s) Number of cartons per purchase order Total number of cartons Freight terms must be marked as prepaid National Motor Freight Classification number – NMFC (for additional information see below) What is NMFC? The National Motor Freight Classification (NMFC) guide is a list of all items, in theory, that could possibly be transported by a common carrier. The list of items then has a class associated with each item. The class is used by the common carrier of the goods to determine the rate of the shipment (along with distance and weight). If you don‟t know the shipment classification of your shipment, you can call your carrier, with the following information: Description of the item(s) Value of the item(s) How it is packaged Density of the item(s). This is calculated by comparing the weights of an item with the space it takes up (pounds / cubic feet) Whether the item is new or used How can shippers access the same NMFC classes that the carriers use? They can purchase copies of the NMFC guide, which is sold through the NMFTA (703) 838-1810. How can shippers contact the NMFC if they have questions on classes? By calling them directly at (703) 838-1810



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X. PROPOSITION 65 – DEFINED WITH REQUIREMENTS

Proposition 65, the Safe drinking water and toxic enforcement Act of 1986, was enacted as a ballot initiative in the state of California. The proposition was intended by its authors to protect California citizens and the State‟s drinking water sources from chemicals known to cause cancer, birth defects, or other reproductive harm, and to inform citizens about exposure to such chemicals. Proposition 65 requires the state to publish a list of chemicals known to cause cancer, or reproductive toxicity. This list may be viewed by accessing the following Website: www.oehha.ca.gov/prop65/prop65_list/files/P65single092807.pdf Proposition 65 requires businesses to notify Californians about significant amounts of chemicals in the products they purchase. By providing this information, Proposition 65 enables Californians to make informed decisions about protecting themselves from exposure to these chemicals. Businesses are required to provide a “clear and reasonable” warning before knowingly and intentionally exposing anyone to a listed chemical. This warning should be provided by the labeling of all consumer products known to contain chemicals that pose an unacceptable risk to cancer. Listed below is an example of an acceptable warning label: Warning: The materials in the manufacturing of this product contain chemicals known to the state of California to cause birth defects or other reproductive harm. Urban Outfitters, Inc. requires it‟s vendors to be familiar with the requirements outlined in Proposition 65, and to comply with these requirements. Violations of the required labeling will result in the cancellation or orders and return of merchandise. For more details, please visit the following Website: http://www.oehha.ca.gov/prop65.html



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XI. SHIPPING OF HAZARDOUS MATERIALS (ORM-D)

Vendors shipping hazardous material must comply with the Dept. of Transportations (DOT) regulations pertaining to Hazardous materials. The Code of Federal Regulations defines hazardous material as a substance or material, including a hazardous substance, which has been determined by the Secretary of Transportation to be capable of posing an unreasonable risk to health, safety, and property when transported in commerce. Urban Outfitters is authorized to receive products that are classified as ORMD (Other Regulated Materials Domestic) only. Products containing substances such, but not limited to Acetone, Alcohol, and Benzene generally found in perfume, nail polishes, aerosols, or anything containing flammable solvents could be classified under the category of ORM-D. ORM-D products present a limited hazard during transportation due to its form, quantity, and packaging. ORM-D materials are classified as consumer commodities, packaged, and distributed in a form intended for sale through retail sales for personal care or household use. Products that are classified as higher degree of hazardous materials and do not fall under ORM-D classification CANNOT be accepted at Urban Outfitters distribution centers or stores. Listed below are a few of the general requirements required under the governments guide for hazardous material transportation. A. Outer packaging is required to be indelibly marked with ORM-D – Consumer Commodity, and be affixed to the surface of a package on a label. The marking must be on each carton, and be separate from any other carton marking. B. The outer packaging must be strong enough to stand up to normal travel conditions, and protect the inner packaging of the product. C. Packaging must be closed properly with no visible leaks or breaks. D. ORM-D shipments must be shipped by GROUND SERVICES only. E. Urban Outfitters requires that each shipment include an MSDS (Material safety data sheet) with the packing list. Orders sent without an MSDS will not be processed until the vendor provides this document. For more information on this subject, please visit the following Website: http://hazmat.dot.gov/regs/rules.htm Fines and penalties can result if proper procedures are not followed.



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XII. DELIVERY REFUSALS – Retail and Direct

Urban Outfitters may elect not to pay for quantities in excess of the purchase order quantity, and reserves the right to refuse delivery. The vendor will be notified by the Buyer under these circumstances. Merchandise delivery may also be refused for the following reasons: Merchandise received prior to purchase order Start Ship Date. Merchandise received after purchase order Cancel Date. Branded or Market merchandise received 10% less than purchase order quantity. Private Label merchandise received 5% less or more than purchase order quantity. Insufficient PO information on bill of lading. Improperly marked cartons. Missing packing slip. Split or incomplete shipments without written authorization from the Urban Outfitters Buying office. Delivery without an appointment. Delivered to incorrect address. Note: The vendor is required to notify the Buyer / Production in advance of shipping an order that varies from the quantity ordered. Shipping variances will only be accepted with a Buyer‟s approval. Any additional freight costs incurred due to a refusal will be the responsibility of the vendor. Shipments Received Past the Cancel Date It is the policy of Urban Outfitters to expect on time delivery. Discounts, chargebacks, and / or refusals, will be handled on a case by case basis and issued by appropriate Production / Buying teams for orders received after the purchase order Cancel Date.



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XIII. ADVANCE SHIPMENT NOTIFICATION (ASN)

All vendors are required to submit an Advance Shipment Notification (ASN) a minimum of twenty-four hours prior to delivery at our Distribution Center(s). The ASN is the responsibility of the vendor, not the freight carrier. There is not a required format for the ASN. A copy of the packing list will be acceptable. The ASN should include: Urban Outfitters seven / nine digit purchase order number. Style. Color. Quantity per SKU (style / color / size), per carton. Unit of measure (dozens, each, prepack). Total number of cartons. Delivery carrier. Date of shipment. The ASN may be transmitted by faxing a copy of the packing list to: Gap, PA: Reno, NV: Toronto, Canada Trenton, SC: (717) 442-3632 (775) 971-1301 (514) 874-4054 (803) 275-1412



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XIV. DOMESTIC ROUTING INSTRUCTIONS

Vendors are responsible for freight charges as freight terms are prepaid, F.O.B. consolidation point / DC. Vendors with other arrangements please contact your buyer for further routing instructions. Vendors are permitted to use the carrier of their choice, but where possible, we would prefer that they use one of our designated carriers as listed below. Carriers not listed below must be instructed to schedule delivery appointments by contacting the Receiving Department. (Gap 717-442-1218 / 1211 / Reno 775-971-1300 / 1309 / Direct 803-275-1526 / 1527) Appointments are not required for UPS shipments. Urban Outfitters will not be responsible for the payment of any carrier appointment fees. UPS Shipments: Shipments ranging from 1-200 pounds, ship via UPS or Federal Express. UPS and Federal Express shipments must not exceed 20 cartons, regardless of weight. Shipments over 200 pounds, ship per the following guidelines: LTL Shipments to Urban Outfitters Consolidation Points / DC: Retail orders shipping to: Urban Outfitters DC# 190, 755 Brackbill Road Gap PA 17527 Origin CT, NJ, NY commercial district (zip codes prefix 100-118) DC, DE, MA, MD, ME, NH, PA (zip codes prefix 170-196), RI, VT, NY (all zip codes not listed above) PA (all zip codes not listed above) and All other states Retail orders shipping to: Urban Outfitters DC #198 6640 Echo Avenue Reno, NV 89506 Retail orders from the following states should be shipped to our DC in Reno. Please be sure that your purchase order reflects the correct ship to location. Contact your Buyer if the DC indicated on your purchase order is incorrect for your point of origin. AZ, CA, CO, ID, MT, NM, NV, OR, UT, WA, WY Origin CA (zip codes with prefix 900-928, 930-931) CA (zip codes not listed above), and all other states Ship Via Gilbert West (800) 406-5507 guaranteed same day pick up when called in by noon Roadway Express (800) 257-2837 ABF (800) 624-6023

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Ship Via Gilbert East (908) 474-0303 guaranteed same day pick up when called in by noon Volpe Express (800) 523-0596 (610) 630-0700 Roadway Express (800) 257-2837 ABF (800) 624-6023



All Direct orders must ship to: Urban Outfitters Direct #393 30 Industrial Park Blvd. Trenton, SC 29847 Origin All States Ship Via Roadway ABF (800) 257 2837 (800) 624-6023



LTL Shipments to Urban Outfitters U.S. Store Locations: Please contact the Traffic Department 24 hours in advance for routing instructions at traffic@urbanout.com Volume Shipments: You may use the carrier of your choice. Delivery appointments are required. Urban Outfitters will not be responsible for any carrier delivery notification charges Air Freight Shipments: You may use the carrier of your choice. Delivery appointments are required. Urban Outfitters will not be responsible for any carrier delivery notification charges.



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XV. MERCHANDISE DROP-SHIPPED TO FOREIGN COUNTRIES

Vendors are responsible for freight charges as freight terms are prepaid, F.O.B. consolidation point / DC. All carriers must be instructed to schedule deliveries by contacting the Receiving Department at (416) 214-1466. Shipments ranging from 1-100 pounds, ship via UPS. Shipments must not exceed 5 cartons, regardless of weight. Each shipment must include three copies of the commercial invoice. Goods produced in the U.S.A., Canada or Mexico must have a completed NAFTA Certificate of Origin included with each shipment. When shipping to: Urban Outfitters DC # 188 235 Yonge Street Toronto, Ontario, Canada M5B-1N8 Ship From USA Canada Ship Via Roadway Express (800) 257-2837 (717) 397-3541 Roadway/ Reimer Express (800) 257-2837 Manitoulin (800) 265-1485



When shipping to: Urban Outfitters DC #290 Langston Rd. #2 Brittania Ctr. Debden, Essex UK IG10-3SQ You may use the carrier of your choice. For assistance, please contact the Traffic Department.



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XVI. IMPORT ROUTING INSTRUCTIONS

WHEN SHIPPING FROM A FOREIGN COUNTRY INTO THE U.S.A. – Applies only when Urban Outfitters is the importer of Record. For the definition of the Importer of Record, please so to section XXI. A. Transport Documents for shipments being imported into the U.S.A. should be prepared as follows: Consignee: Urban Outfitters Inc. 5000 South Broad St. Philadelphia, PA 19112 Barthco International Inc. 5101 South Broad Street Philadelphia, PA 19112 Attn: Vicky Stankiewicz 267-570-2826 Fax 215-238-9724 Freight forwarder will prepare transport documents (AWB or B/L) with correct notify party address as advised by Urban Outfitters‟ Import Traffic Dept. Airport of Entry: Retail: Philadelphia, PA - unless otherwise advised by our Traffic Department. Direct: All purchase orders must ship to Atlanta, GA – unless otherwise advised by the Import Traffic Department. Ocean Port of Entry: Forwarder will route shipment to final destination according to Urban Outfitters‟ Import Traffic Department. B. Document Distribution 1. One complete set of original documents should be sent to our Customs‟ Broker. The freight forwarder will normally send these documents to the Broker at the appropriate location. 2. A copy of the documents (including Airway Bill or Bill of Lading) should be sent to the Urban Outfitters‟ Import Traffic Department. C. Documents Required For Customs Clearance: Vendor must supply 1. Commercial Invoice OR Pro Forma – Must be in ENGLISH, and must include the following information: Full address of Shipper / Exporter, Full address of Consignee / Importer, port of entry to which the merchandise is destined, country of origin, style number, P.O. number, complete item description, quantity, unit price and total in U.S. Dollars. Shipping terms should be stated (F.O.B., C.I.F., Ex WORKS, etc.) Invoice should list a complete description of the merchandise including the contents of the item (i.e. 100% cotton, plastic, wood), as well as the complete name and address of the actual factory that produced the merchandise. For additional details please refer to section XVII titled “Commercial Invoice Guidelines for Commercial Invoice Preparation”.

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Notify Party:



2. Packing List showing the contents of each carton. Net weight, gross weight, and Summary must be included on the packing list. 3. Country of Origin Declaration for all textile products. 4. Export License / Visa if required (For textile products from certain countries only). 5. Airway Bill or Bill of Lading (Freight forwarder will prepare). 6. Shoes: Completed International Footwear Association / Footwear Retailers of America Interim Footwear Invoice. 7. For Fish and Wildlife shipments, the following information must be listed on the invoice: a. Common name. b. Genus / Species. c. Unit cost of Fish and Wildlife item. d. Number of Fish and Wildlife items per style. e. Country of origin of Fish and Wildlife item. f. Origin – Born in captivity or from the wild. 8. Shipments from Hong Kong and China must include either one of the following: i. Statement saying “We hereby certify that there is no solid wood packing material contained in this shipment” (this can be listed on the commercial invoice). ii. If there is wood packaging – fumigation certificate and solid wood packing materials declaration (SWPM) for goods of Chinese/ Hong Kong origin, regardless of the country of export. For additional details concerning the guidelines for regulating wood packaging material in international trade, please visit the following Website: www.natHARDWOOD.org/pdf/IPPCstandards.pdf 9. Generalized System of Preferences (GSP) Certificate when required. 10. Textile declaration – For all textile articles such as fabric, rugs, bedding, clothing, etc. 11. All documents must be prepared in English. 12. TSCA Statement – were applicable. For more details please visit the following Website pertaining to the Toxic Substance Control Act. www.epa.gov/region5/defs/html/tsca.htm 13. NAFTA Certificate – Goods obtained in the US, Canada, or Mexico must have completed NAFTA Certificate of Origin included with each shipment. To obtain a copy of the NAFTA Certificate, or for additional information, please visit the following Websites: www.fas.usda.gov/itp/policy/NAFTA/nafta.asp or www.export.gov/logistics/exp_001022.asp



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14. Commodity Restrictions / Prohibitions:  Goods either made in or shipped from the following countries are absolutely prohibited from entering the United States: Cuba, Iran, Iraq, Libya, North Korea, Serbia and Montenegro, Myanmar, Angola, Liberia, Sudan Special licenses, permits, or other documentation is required for the following: a. Biologicals b. Ceramic Tableware c. Cultural Artifacts / Art d. Fish and Wildlife e. Prepared Food Products f. Fruits / Vegetables g. Meats, Livestock, Poultry h. Pets i. Plants and Seeds j. Soil k. Textile and Clothing l. Trademarked and Copyrighted Articles







Please consult section XVII titled Commercial Invoice Guidelines for Commercial Invoice Preparation. This section provides a chart containing information required by Urban Outfitters, Inc. for Customs Compliance descriptions of merchandise. ROUTING INSTRUCTIONS FOR IMPORTED SHIPMENTS INTO U.S.A. AND CANADA (APPLIES ONLY WHEN URBAN OUTFITTERS, Inc. IS THE IMPORTER OF RECORD) Please contact the Import Traffic Manager for routing instructions for shipments being shipped to the U.S. and Canada from abroad as we have designated freight forwarders that must be contacted to move our imported shipments. Contact: Gilda DiBenedetto Ph: 215-454-4619 Fax: 215-454-4710 Email: gdibenedetto@urbanout.com FACTORY LOADED CONTAINER AND LTL LOADING INSTRUCTIONS All factory loaded containers and LTL shipments must be loaded in adherence with the following guidelines. Shipments with multiple purchase orders and SKU‟s must be loaded so that the orders are consolidated in the same general area of the container. Purchase orders should be loaded complete, before beginning to load a new purchase order. Shipments that include multiple colors should be loaded one color at a time, so that the colors are grouped together.



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EXAMPLE OF IMPORT CARTON MARKINGS When Urban Outfitters is the Importer of Record



CONSIGNEE:



URBAN OUTFITTERS DC # 5000 South Broad Street Philadelphia, PA. 19112



SHIPPER: SIDE MARKING:



COMPLETE NAME AND ADDRESS OF SHIPPER



P.O. # STYLE # SIZE:

UO PHIL



COLOR: QTY: CARTON NO: _________ OF _________ ORIGIN: MADE IN ________________ GROSS WT: NET WT: CUBIC METER: KGS or LBS KGS or LBS X X M CBMS or Inches



CARTON DIMENSIONS:



 This is an example of the preferred layout for an import carton marking. The Triangle is not a requirement for Domestic shipments, nor is the carton dimensions and cubic meters. This is information that is generally required by freight forwarders for all Import shipments.  Domestic vendors will indicate the SHIP TO address, rather than the Consignee address.  Carton marking may be applied to either the long end or short end of the shipping carton.



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ROUTING INSTRUCTIONS FOR IMPORT SHIPMENTS TO THE U.K. Please note all shipments to the U.K. must be shipped using their designated forwarder. Details are listed below. Also please note the following Consignee and Notify Party details that must be listed on the documents. Consignee: Urban Outfitters (UK) Ltd. 24-30 Great Titchfield St. 2nd Fl. London, WIW8BF, United Kingdom Telephone: 44-207-908-4960 Notify Party: Gagewell Transport Unit 2 Britannia Centre Lenthall Road Debden Industrial Estate Loughton Essex 1G10 3SQ Tel: 44-20-8502 2841 Fax 44-20-8502-3211 Contact: emma.black@intermodeuk.com FOR SHIPPING INSTRUCTIONS AND FORWARDER INFORMATION FOR U.K. SHIPMENTS, PLEASE CONTACT: John Standing Intermode House 9 Cleves Way Sunbury-on-Thames Middx TW16 7QA Tel: 44-1932-770502 Fax: 44-1932-770505 Email: john.standing@intermode.co.uk IMPORT INSTRUCTIONS WHEN URBAN OUTFITTERS, INC. IS NOT THE IMPORTER OF RECORD A copy of the documents (including Airway Bill or Bill of Lading and packing list) should be sent to the Traffic Department via fax at 717-442-8499 or by email at trafficdept@urbanout.com All carriers must be instructed to schedule deliveries by contacting the receiving department (Gap 717-442-1218/ 1211) (Reno 775-971-1300/ 1309) (Trenton 803-275-1526/ 1527) Please contact the Traffic Dept at trafficdept@urbanout.com with any questions.



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XVII. COMMERCIAL INVOICE GUIDELINES – For Commercial Invoice Preparation

To ensure the proper tariff provisions are applied to your shipments, you must provide a complete description of the merchandise including what the merchandise is and what it is used for. This information must be included on the Commercial Invoice. Following is the guide for proper description per general article:

Bed Linen: *containing any embroidery, lace, braid, edging, trimming, piping, or appliqué work? *fabric breakdown *napped? *printed? Bedspreads: *containing any embroidery, lace, braid, edging, trimming, piping, or appliqué work? *fabric breakdown *knitted or crocheted? *woven? Candle Holders: *material Candles: *need shape *poured? Cards: *bearing a personal greeting, message, or announcement? *completely blank paper (no design or text)? *if lithograph, is the thickness =, 0.51mm? *Lithographs on paper or paperboard? Ceramic ware: *description & usage *F.O.B. value *for plates, need their size in maximum diameter (in centimeters) *of porcelain or china? *other than porcelain or china? *suitable for food or drink contact? Christmas / Festive Articles: *must see sample / picture Clocks: *alarm clock? *battery operated? *F.O.B. value of clock *type of display *value breakdown on clock movement, case, and battery (if battery) *wall clock? Glassware: *cut or engraved? *detailed description & usage *F.O.B. value *of lead crystal? *pressed and toughened (specially tempered)? Handbags, Wallets, etc.: *must see sample / picture *need material *need value Household Articles (Metal): *cast iron? *enameled? *need detailed description & usage *stainless steel? *type of metal Garments: *Blue Denim? *Corduroy? *Detailed component breakdown (must equal 100%) *Detailed description of garment *For upper body knit garments: Need to know number of stitches per 2 centimeters *Knitted, Crocheted, or Woven? *Men‟s or Women‟s? *Two or more colors in the warp and / or filling for woven Furniture: *detailed description of type of furniture *material of item, including any frame, legs, etc. *upholstered? Curtains: *fabric breakdown? *for window or other? *knitted or crocheted? *woven? Diaries, Notebooks, Journals, Address Books, etc.: *blank or lined pages? *have a calendar? *have a lock?



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Jewelry Boxes / Trinket Boxes: If fabric covered: *compartmentalized? *type of fabric *type of material that gives it its structure If wood: *compartmentalized? *lined with textile fabrics? Lights: *chandelier, lamp, wall light, etc.? *household use? *material breakdown Mirrors: *framed? *need dims, of the reflecting surface Pens: *ball point? *felt-tipped? *fountain? *mechanical? Pillows & Cushions: *fabric breakdown *imported stuffed or unstuffed? *is closure a zipper or sewn? *knitted or crocheted? *throw pillows or bed pillows? *woven? Plastic Household Articles: *need detailed description Quilts: *if cotton, does it contain any embroidery, lace, braid, edging, trimming, piping exceeding 6.35mm or appliqué work? *material breakdown Rugs: *fabric breakdown *hand knotted? *”Kelem”, “Schumacks”, “Karamanie”, or similar hand-woven rugs? *knotted? *made on a power-driven loom? *made up? *of pile construction? *tufted? *woven?



Soaps (for washing the skin): *actual “soap”? *castile soap? *containing any aromatic or modified aromatic surface-active agent? *for toilet use? *form: bars, cakes, molded pieces or shapes, liquid, cream, etc. *organic surface-active products & preparations for use as soap? Table Linen: *damask? *fabric breakdown Thermometers *liquid-filled, for direct reading? Towels: *dish towel? *fabric breakdown *jacquard figured? *of pile or tufted construction? *terry toweling? Utensils: *material of handle *stainless steel? *type of utensil Watches: *# of jewels *battery operated? *material of band *material of case *size of movement *type of display *value of movement



45



XVIII. CHARGEBACK SCHEDULE

Merchandise must be prepared and shipped in accordance with the instructions in this guide. Shipments not in conformance with these instructions may be refused and returned at vendor cost, or will be assessed a chargeback according to the following schedule. All merchandise will be subject to our packaging and marking requirements. Any merchandise not conforming to our minimum standards will be candidates for a vendor charge back or a return of the merchandise to the vendor. Vendor debit memos will be generated by the Vendor Compliance Manager at the DC for all violations of packaging and marking requirements. Chargebacks will also be issued for internal damage and vendor-related quality problems. Urban Outfitters will provide photographs or documentation whenever possible. Chargebacks will be approved by the Buyers prior to being issued. Upon approval, all copies will be sent to the Accounting Department for processing. All negotiations regarding Chargebacks must be addressed with the Buyers. Approved chargebacks will be deducted from the next invoice payment for vendors shipping under Net Terms. Chargebacks issued against orders shipped under the terms of a Letter of Credit will require the vendor to wire the amount of the chargeback directly to Urban Outfitters Accounts Payable Department. . Statute of Limitations for Contesting Chargebacks and Shortages – 6 Months Urban Outfitters will not address questions on chargebacks or research disputes on shortages that exceed 6 months from the date that the order was delivered. It is our policy to issue chargebacks within a few days of the order being delivered. All shortage claims and chargebacks are presented to the vendors within 30 days of the time that the order has been received. We expect that our vendors will respond in an equally timely basis with any questions or concerns. We will not be held responsible for shortages or chargeback claims that are over 6 months old.



46



URBAN CHARGEBACK SCHEDULE - Retail

Nature of Violation Not pre-ticketed when tickets have been provided Pre-ticketed in wrong location Pre-ticketed with incorrect tickets Failure to ship jewelry, accessories, etc. on appropriate card Failure to remove vendor identification labeling Incorrect prepack configuration Shipping loose units on a PO placed as prepacks only Quantity difference + or – 10% of the order Failure to provide country of origin information and label the product Failure to properly label prepack/case-pack bundles Improper bill of lading preparation Unmarked or improperly marked cartons Shipping under incomplete or incorrect purchase order information Failure to provide sufficient protection to fragile merchandise No packing list found with shipment Insufficient / incorrect information on packing list Improper placement of packing list Failure to ship in correct carton Mixed PO‟s or mixed sku‟s in a master carton Split shipment without approval from Buyer Shipping on non-standard pallets Delivery without an appointment or after DC hours Shipping COD without Buyer authorization Delivered to incorrect address Incorrect freight terms Incorrect carrier Additional quality assurance inspection Fee (*) $.25 * or Min $100 $.50 * or Min $100 $.50 * or Min $100 $ .20 * $.25 * or min $100 $.20* $ 200 $ 250.00 $.25 + min $100 $ 200 $ 100 $ 200 + labor to sort and lbl crtns $ 200 $ 200 + labor to properly protect $ 200 $ 200 $ 100 $ 200 $ 200 + labor required to sort $ 100 $ 100 $ 400 $ 200 $ 500 plus freight $ 200 plus freight $ 200 $ 20 x # of hours Per (Unit/PO) Unit Unit Unit Unit Unit Unit PO PO Unit PO PO Unit PO PO PO PO PO PO PO PO PO PO PO PO PO PO Unit



* Indicates fee is on an escalating schedule, increasing each subsequent offense by the amount of the fee indicated.



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URBAN CHARGEBACK SCHEDULE - Direct

Nature of Violation Product not labeled with SKU numbers Product labeled with incorrect labels Improper placement of label Product not labeled with country of origin Merchandise not bagged Removal of vendor tagging Failure to provide sufficient protection to fragile Merchandise. Unmarked or improperly marked cartons Mixed SKUs in standard casing (no more than 1 mixed case per PO) Failure to ship in correct carton Improper bill of lading preparation Shipping on non-standard pallets No packing list with shipment Insufficient information on packing list Improper placement of packing list Failure to provide Certificate of Origin Shipping under incomplete / incorrect purchase order information Incorrect carrier Shipping COD without Buyer authorization Delivered to wrong address Incorrect freight terms Delivered without an appointment or after DC closing time Damages to merchandise not attributable to carrier Delivery arrives after PO Cancel Date Backorders are incurred as a result of delivery arrival after PO Cancel Date Shipping order without receipt of TOP Sample Wrong product shipped (color, size or item) No photo sample sent prior to order being shipped Specification not sent prior to order being shipped Fee (*) .25 per unit, minimum $ 100 (*) .50 per unit, minimum $ 100 (*) .50 per unit, minimum $ 100 (*) .25 per unit, minimum $ 100 (*) .25 per unit, minimum $ 100 (*) .25 per unit, minimum $ 100 (*) $ 200 + Cost of labor and materials to properly protect $ 200 + Cost of labor to sort and properly label cases. $ 200 + Cost of labor / materials to sort and properly label cases $ 200 $ 100 $ 100 + Cost of new pallet $ 200 $ 200 $ 100 $ 200 $ 200 $ 200 plus freight $ 200 $ 500 + freight charges to reship $ 200 plus freight $ 400 Cost of merchandise plus freight expense and inspection costs 2% of order total per day $8.00 per back order incurred $100 $250 $100 $200 Per (Unit/PO) Unit Unit Unit Unit Unit Unit PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO PO Nature of Violation



* Indicates fee is on an escalating schedule, increasing each subsequent offense by the amount of the fee indicated.



48



XIX. TERMS OF PURCHASE AGREEMENT SHIP AS DIRECTED – DO NOT DEVIATE SHIPPERS ARE HELD RESPONSIBLE FOR FAILURE TO COMPLY URBAN OUTFITTERS, INC. (Hereinafter referred to as the Company)

1. 2. This purchase order is subject to all terms and conditions printed on both sides of this order. All discount terms shall be computed from the date of receipt of goods; invoices dated the 25th or after are considered as of the 1st of the following month. Due date shall be considered extended without loss of discount until invoice is received. Any offsetting claim of the Company against Vendor shall be deducted by the Company from the amount of this purchase order at the time of payment. All orders are void unless given in writing on Company‟s printed forms and approved by an executive of the Company. This order must be accepted according to the terms stated herein and the stating of additional or different terms will be deemed to constitute a rejection of this order. If no notification is given Company within five days after receipt of this order, or if shipment is made of any part thereof, it is understood that the terms and conditions of this offer are satisfactory to and are accepted by Vendor. Performance of this order must be in accordance with its terms, dating and conditions, and there can be no changes or alterations unless in writing and signed by a duly authorized person of Company. In addition to all other legal rights, Company reserves the right to cancel this order and/or to return at Vendor‟s expense, all or any part of the merchandise in the event the merchandise is defective, or not fit for the purpose intended, or sent in excess of this order or varying from the sample from which or specifications for which the order was placed or for failure to comply with Company‟s shipping or billing instruction or with any of the provisions of this order and to retain such of the merchandise as is satisfactory. If, prior to shipment, there is any reduction in the Vendor‟s regular selling price for the merchandise described herein, the price specified herein will be reduced to the Vendor‟s regular selling price prevailing at the time of shipment for such merchandise. Further, the Company reserves the right to revoke or cancel this order at any time prior to delivery, should the Company's requirements change. In the event Vendor has shipped merchandise in accordance with delivery instructions specified herein and prior to such revocation or cancellation, when the Company revokes or cancels this order it shall be responsible for reasonable transportation costs. Time of delivery at Company‟s store is of the essence of this contract, and Company reserves the right to cancel all or any part of this order if merchandise is not delivered on the date or dates specified herein, but acceptance in such cases shall in no way bind Company to accept further deliveries on any order. Any such merchandise received after the date or dates specified on the order will be held subject to the Company‟s right to reject or direct disposal of all or any part thereof. Acceptance of merchandise after the date or dates specified for delivery shall not be construed as a waiver of Company‟s right to recover for late delivery. Cure of a non-conforming tender may be made only with the express written consent of Company. Risk of loss or damage shall pass to Company when the merchandise sold there under arrives at the final destination indicated on the face hereof. All transportation costs resulting from deviation from shipping instructions and any other costs incurred by the company because of Vendor‟s non-compliance with the terms and conditions

49



3. 4.



5.



of this agreement shall be charged to Vendor‟s account. Acceptance of any merchandise shipped before the specified “Do not ship before” date or after the last specified date of shipment shall be at the Company‟s option and return of any merchandise because of failure to deliver on time or to conform to the specifications of the order shall be at Vendor‟s expense and charged to Vendor‟s account. If the Company elects to accept any such early shipments, a handling charge of 2% for each advance month or fraction thereof shall be charged to the Vendor‟s account. If the Company elects to accept a shipment after the date canceled, a handling charge of 2% shall be charged to the Vendor‟s account. 6. Vendor expressly warrants that the merchandise to be delivered under this order will conform to the sample from which or specifications for which the order was placed and will be of the best material and workmanship free from defect and merchantable. Company shall be under no duty to inspect goods before resale, repackaging or culling up for purchase and resale shall not be considered an acceptance of the goods so as to bar Company‟s right to reject them. Complaints, notice of defects in merchandise or notice of any other breach will be considered made within a reasonable time if made a reasonable time after notification is given Company of such defects or other breach by Company‟s customers. The return of such defective merchandise shall not relieve Vendor from liability for failing to ship satisfactory merchandise under the contract. Failure of Company to state a particular defect upon rejection shall not preclude Company from relying on unstated defects to justify rejection or establish breach. Company reserves the right to return at Vendor‟s expense any merchandise and cancel this contract where a claim is made that the sale by Company infringes any alleged patent, design, trade name, trademark or copyrights. Vendor agrees to indemnify Company and hold it harmless against any and all liability loss or expense, including costs and counsel fees, by reason of any design, patent, trade name, trademark, copyright or unfair competition litigation now existing or hereafter commenced with respect to any or all items covered by this order. Vendor agrees to indemnify Company and save it harmless from all liability claims, suits and actions which may be made or brought against it by virtue of claims or demands of any kind which any purchaser of such merchandise from Company or any other person may make against Company arising from the sale or use of such merchandise or from any defects in the quality of such merchandise or the dangerous conditions thereof, and agrees to pay any judgment against and assume any liability or expense of Company in connection with any such claim. Vendor shall procure and maintain adequate products liability insurance and shall furnish to Company certificates thereof in connection with this order. Vendor, by accepting this order, represents and warrants and guarantees that all applicable provisions of federal, state and local laws, ordinances, codes and regulations have been complied with and that the prices and other terms and conditions of sale and the terms on which all promotional and advertising matter are furnished by Vendor to Company comply with all such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, but as examples, Vendor represents, warrants and guarantees and Vendor agrees to provide Company with a signed guaranty in the form, if any, prescribed by the respective Acts as part of Vendor‟s invoice before payment without loss of discount is required to be made under the terms of this order, that the weights, measures, sizes, legends, words, particulars or descriptions, if any, stamped, printed or otherwise attached to the merchandise or containers or referring to the merchandise delivered hereunder are true and correct and comply with law, the merchandise delivered pursuant to this order conforms and complies with the applicable provisions of the Fur Products Labeling Act, Wool Products Labeling Act, the Flammable Fabrics Act, the Textile Fibers Products Identification Act, the wage, hour and child labor provisions of the Fair Labor Standards Act, the Robinson-Patman Act, and the Federal Food, Drug and Cosmetics Act, the merchandise sold and the terms and conditions of sale conform with applicable Federal Trade Commission trade practice rules, if any, the merchandise sold complies with applicable

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7.



8.



9.



10.



labeling and invoicing laws, if any, and all advertising matter furnished by Vendor to Company complies with law. Vendor agrees to reimburse Company against all losses, expenses and damages arising from violation or alleged violation of law. The Company reserves the right to return any portion of this shipment or the entire shipment to the Vendor at the Vendor‟s expense whenever any of the terms or conditions of the purchase agreement are violated or not fully complied with. 11. Vendor and suppliers to Vendor must manufacture products in compliance with all applicable laws and regulations, including environmental and safety laws and regulations. Only components and products which do not contain parts of any animals currently listed as endangered or protected, or which are not otherwise prohibited by United States law or regulation, may be used in the manufacturing process. Vendor and its suppliers are required to meet the following standards and conditions of employment: employees must be 15 years of age or older, unless local minimum age law stipulates a higher age for work or mandatory schooling, in which case the higher age would apply. If, however, local minimum age law is set at 14 in accordance with developing country exceptions under ILO Convention, 138, the lower age would apply; manufacturing workers must be voluntarily employed and cannot be prisoners or any other kind of forced labor; corporal punishment or any other kind of mental or physical coercion may not be used on manufacturing workers; hiring decisions must be based on the prospective employee‟s ability to do the job and may not be based on race, religion, gender, age, sexual orientation, disability, nationality, political opinion or union membership; national laws regarding minimum wage, overtime, hour and benefit laws must be complied with; employees must be furnished with safe and healthy working conditions in compliance with local laws; behavior, including gestures, language and physical contact, that is sexually coercive, threatening, abusive or exploitative will not be permitted. Vendor guarantees and warrants that the merchandise shall comply with the standards of Underwriters Laboratories, Inc. and of the Department or Board of Building and Safety of the city to which such merchandise may be shipped and resold, and that said merchandise will be labeled to bear this stamp of approval. Each invoice for merchandise must bear written certification that the goods listed thereon were produced in compliance with all applicable requirements of the Fair Labor Standards Act and regulations and orders of the United States Department of Labor. The Company assumes no responsibility for delay in payment resulting from failure to comply with the above. Vendor shall pay and assume any and all taxes, fees, imposts, or stamps required by law by virtue of the sale of merchandise to Company, including payment of all sums on account of Unemployment or other Social insurance and Old Age Benefits under law. Inclusion herein of express warranties and representations by Vendor shall not be deemed a waiver of such other warranties as may be implied in law or fact or provided for by any State or Federal statue or regulation. Any warranties, express or implied, shall survive inspections, acceptance and payment by Company and Company‟s customers. No amendment, modification or waiver of any of the terms and conditions of this order shall be effective unless in writing and signed by an officer of the Company. No waiver of any breach or of any terms or conditions of this order shall be construed a waiver of any subsequent breach of that term or condition or other term or condition of same or different nature of this or any other order or contract. Discontinuance of or substantial interference with Company‟s business in whole or in part, by reason of fire, flood, earthquake, tempest, labor dispute, war, act of God, embargo, civil commotion, or governmental regulation or cause beyond Company‟s control will give it the option of canceling all or any part of undelivered orders or unfilled parts thereof. This order, and any right or obligation there under, is not assignable without the written consent of Company, nor shall Company be under any obligation to recognize any assignment of monies payable hereunder, nor

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12.



13.



14.



15.



16.



17.



of any rights in the merchandise ordered herein, nor of any other rights arising hereunder, or to pay any monies or deliver or return any merchandise ordered hereunder to any assignee without like consent. 18. 19. This order and the contract arising there from shall be construed according to the laws of the State of Pennsylvania. All express shipment must be marked “value not exceeding $50,” or “value not exceeding 50¢ per lb.” Complete routing must be shown on invoice, bills of lading and cases. Merchandise shipped in excess of amount of order will be held subject to shipper‟s order or rejected at the election of the Company. All back orders prepaid unless otherwise specified. This order is hereby made subject to the basic trade provisions adopted by the NRMA, which by this reference are incorporated as a part hereof and together herewith constitute the entire contract between the Company and Vendor. All shipments of orders must be in strict compliance with our published shipping instructions. Any shipments not in compliance will be subject to handling fees and cost-reimbursements via chargebacks to the Vendor‟s account.



20.



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XX. GLOSSARY OF TERMS

Back Order Order taken for which there is no stock available. There is a considerable cost, due to loss in sales, associated with back orders. A document that establishes the terms of a contract between the shipper and the carrier. Used to transfer ownership of a shipment between parties. Note: the original Bill of Lading is required to gain release of a shipment from the carrier. Cancel Date is tied to a Purchase Order. Last possible date that an order may arrive in our Distribution Center, after which the Purchase Order should be revised, or canceled. Also "ship before." Obtaining compensation from a vendor for violations of Urban Outfitters regulations, such as Quality Control, Packaging and Marking. Compensation can be in the form of cash payments, merchandise credits, or future discounts. Country in which goods were produced or manufactured. U.S. Customs requires that all imported items be clearly marked as to the country in which it was produced or manufactured. U.S. Customs requires all items be verified. Any item that is received by Urban Outfitters that is damaged or defective due to vendor’s lack of quality control will incur a claim for loss of sale. A claim against said vendor will be filed for the full landed cost of the item. Where merchandise is received and shipped to stores and/or customers. A full set of clean documents formatted (as exampled in this manual) must be presented. Any discrepancies found will incur charges, not to exceed $200 per occurrence. Any situation where a vendor ships directly to an Urban Outfitters customer, whether a Retail or Mail Order customer. Can also refer to the direct shipment of goods from the vendor to a store, bypassing the Distribution Center D.C. (Referred to as "direct ship" for Mail Order.) Any item shipped 5 days before or after the confirmed Ship Date without prior approval by Urban Outfitters, will incur a claim. Penalty for early and late delivery will be determined as a percentage of the cost of the quantity shipped early/late or vendor may be required to ship said product via Air at vendor’s expense. A debit memo will be written and deducted from a future remittance. Urban Outfitters will also reserve the right to cancel the purchase order or reduce the order quantity. A product that is not available in the same form (design, color, etc.) through any other retailer. As compared to LCL (Less than container load) or LTL. (Less than a trailer load).



Bill of Lading



Cancel Date



Charge Back



Country of Origin



Defective Merchandise



Distribution Center (DC) Document Discrepancies



Drop Ship



Early / Late Delivery



Exclusive



FCL (Full Container Load)



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FOB Point



Fee-On Board Point; the point at which ownership of the merchandise passes from the vendor to Urban Outfitters. Indicates who will pay for shipping. FOB Distribution Center means that the vendor is responsible for shipping the goods to the Urban Outfitters warehouse. Any shipments that did not follow our Routing instruction will result in a chargeback for the additional freight cost plus $200 administrative fee. Any objects found in the packaging received by Urban Outfitters that may cause harm to employees or customers (i.e. broken glass, sharp metal piece, razor blade) will incur a chargeback of $200 per occurrence. Urban Outfitters’ main priority is to prevent injury to employees and customers. Any violations will not be tolerated. The Importer of Record is an individual or company that takes responsibility for importation into the U.S. This person or entity is primarily liable for the payment of any duties and customs clearance charges on the merchandise, or an agent acting on his behalf. Vendor to factory charges for freight for any in-land location to the final location. Shipping charges for delivery from entry port to the final destination. This includes Distribution Center drop ship; these charges are open for negotiation. Any item received by Urban Outfitters with a quality issue will be reviewed with the vendor. If vendor feels an inspection is necessary, it will be conducted at the rate of $20 per hour for the labor. The original documents not received by Urban Outfitters within 5 days of shipment will result in a $200 chargeback per occurrence and may also cause the delay in payment. A unique, 20-digit, reference number that identifies a specific item. A freight terms defines as “less than a trailer load”. Referring to a shipment sent via a common carrier that is not a full trailer load. The total reduction in retail value that a markdown will cause. If vendor mixes any samples or products in one box during shipping, it will be a $200 charge back for each occurrence. Any item that is received by Urban Outfitters that has insufficient packaging may require re-packaging at our facility. This labor will be $20 per hour for the labor charge plus the cost of the packing materials. Grouping of cartons onto a wooden pallet; palletized shipments can be unloaded using power equipment and can be staged in the Distribution Center using the same. Pieces of production merchandise which is used to create catalog photography or sent to a store for creating a Visual Packet.

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Freight Violations



Hazardous Objects



Importer of Record



In-land Freight



Inspection of the Shipment



Late Documentation



Long SKU LTL



Markdown Liability Mixing Samples or Products



Packing Requiring Rework



Palletization



Photo Samples



Product Samples



Merchandise sent to Urban Outfitters merchants for consideration in the catalog or stores. Can be either requested by the merchant or buying agent, or unsolicited. Department at the Distribution Center responsible for inspection of incoming merchandise, in order to prevent the shipping of inferior product to Urban Outfitters’ customers. (See also Sampling); the planned or systematic activities taken to ensure that a product or service will satisfy a given requirement. General Term referring to efforts to insure high quality merchandise, including product testing and "sampling' of shipments - both on-site at vendor, and at Distribution Center. (See also Quality Assurance) A RA number is required by most vendors prior to shipping RTV’s Breaking case packs into smaller units, featuring fewer items per unit. Currently, Distribution Center bears the expense of labor and packaging materials, but in the future these costs will be in COGS. Merchandise returned to the vendor due to damage, defects, vendor errors, or slow sales. When an order must be shipped in order to arrive at Distribution Center within a desired period of time. The Purchase Order normally becomes invalid if not shipped on time. Shipments received by Distribution Center or stores containing less merchandise than shown on Packing List. A unique, 8-digit, reference number that identifies a specific item. The lowest level of the merchandise hierarchy used to identify a specific item. (e.g. 6 inch yellow taper candle.) Shipments that are split and ship on more than one occasion, or from more than one facility. Split shipments are subject to being refused, unless prior authorization is given by the Urban Outfitters Buyer. Pounds per square inch that a carton can stand without bursting; 200-275 lbs/sq. inch usually acceptable at Urban Outfitters. Transfer of funds from Urban Outfitters’ bank to the vendor's bank. Terms are usually payment upon receipt.



QA (Quality Assurance)



Quality Control



RA (Return Authorization) Repacking



Return to Vendor (RTV)



Ship Date



Short Ships



Short SKU SKU (Stock Keeping Unit)



Split Shipments



Test Strength



Wire TX (Wire Transfer)



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