Vendor Terms and Conditions

Correspondence

In order for NSTO to resolve your questions or concerns in a timely manner, please direct your correspondence to the contact applicable to your business and/or issue:

Vendor Warranties and Other Legal Responsibilities

General

This manual applies to all products supplied by vendors to NSTO.

By selling products to NSTO, you warrant that all such products conform to the drawings, samples or other specifications furnished or adopted by NSTO and that the products will be safe, fit and sufficient for the purpose intended; merchantable; of best materials and workmanship; free from defects; and manufactured and sold in accordance with all federal, state and local laws and regulations. This warranty includes, without limitation, your warranty that your products comply with all consumer product safety standards and requirements issued or administered by the Consumer Product Safety Commission (the "CPSC"). This warranty also includes, without limitation, your warranty that you are authorized to sell such products to NSTO and that selling such products to NSTO will not interfere with or infringe upon the intellectual property or other rights of any third party, including the brand owner.

Please be aware that the provisions in the NSTO purchase order, including without limitation, the obligation to defend and indemnify NSTO if a claim is brought against NSTO regarding a product you sell to NSTO, apply to all products you supply to NSTO.

Basis of Contract

1. The written purchase order constitutes an offer by NSTO to purchase the goods from the seller in accordance with the terms of the purchase order and these Conditions

2. The purchase order shall only be deemed to be accepted when the seller issues a written acceptance of it, at which point the Contract shall come into existence and the purchase order, the seller's acceptance and these conditions shall be the legal binding obligations of the parties.

3. The Contract constitutes the entire agreement between the parties with respect to the subject matter contained in the Contract. The seller acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of NSTO which is not set out in the Contract.

4. The seller warrants to NSTO that it has the legal right to use any information and/or documents (including any intellectual property rights) provided or supplied by the seller to NSTO, and agrees to indemnify NSTO and keep NSTO indemnified against any claims, costs, awards, damages, interest, penalties, expenses, and losses (which includes but is not limited to both direct and indirect loss suffered by NSTO including loss of profit) arising out of, whether directly or indirectly, the seller's breach of any intellectual property rights in any such information and/or documents.

5. These conditions apply to the Contract at the exclusion of any other terms that the seller seeks to impose or incorporate, or which are implied by course of dealing, course of performance or usage of trade.

6. If NSTO requests any change(s) to the goods, such request shall not be deemed accepted by the seller until the seller issues written acceptance of such change(s). Upon acceptance by the seller, the requested change(s) shall become a part of the Contract pursuant to the terms and conditions of the seller's acceptance.

Consumer Product Safety Improvement Act ("CPSIA")

Certification and Labeling

The CPSIA limits the use of lead and phthalates in a variety of consumer products and children's products. There are also requirements relating to labeling, garment flammability, drawstrings, toys and small parts. As a vendor, you cannot rely on your retail customer to inform you about how to comply with this law, as it is your responsibility. We strongly encourage you to review the CPSC website and consult with your counsel to make sure that you and your suppliers are in compliance with the CPSIA and all other laws. If you fail to comply with the CPSIA or other legal requirements, we reserve the right to refuse shipments of your products and to remove any such products from our stores at your expense.

The CPSIA requires manufacturers and importers to certify that their products comply with this statute, and this certification must be based on a test of the finished product or a reasonable testing program. Many products, including children's products, must be tested for conformity by a third party utilizing an accredited lab. Products that are not certified may not be imported or distributed in the United States, and failure to comply can lead to recall and civil penalties. Vendors must be able to provide a conformity certificate upon NSTO's request. A conformity certificate that is readily available by electronic access is acceptable.

Accounts Payable

Pricing and Payments

NSTO's Accounts Payable Department is dedicated to paying all invoices accurately and within the established payment terms. The following procedures document what we need from our vendors in order to achieve this goal.

The price for the goods shall be the price set out in the purchase order, or if no price is quoted, the price set out in the seller's price list as at the date the purchase order is placed (a copy of which shall be made available to NSTO).

NSTO understands that the seller has the right to adjust its prices from time to time, although this will not affect the price of the goods ordered prior to the price adjustments. The seller shall provide NSTO with prompt, written notice of any such price changes.

The seller shall invoice NSTO for the goods supplied and shall e-mail an invoice that is consistent with the applicable packing slip in all respects to accounting@nsto.com. Unless otherwise provided in an order, payment terms are net 30 days from the later of NSTO's receipt of (i) the goods and (ii) the invoice.

Verify the accuracy of all purchase order details including item price, item SKU and PLU, payment terms, shipping instructions, size breakdowns, etc. Any discrepancies must be corrected before the merchandise is shipped.

Each invoice must contain:

1. NSTO Purchase Order Number

2. Vendor's name and remit to address

3. One unique alphanumeric, up to 10 characters, invoice number. Invoice numbers cannot be duplicated

4. Invoice Date. This date can be later than, but not before, the shipment date

5. Payment terms

6. Unit cost, as well as total cost by style

7. Total units per line item and the grand total of units – this must match those shipped as indicated on the packing slip

Send only one invoice per shipment per purchase order. Please do not invoice multiple purchase orders on the same invoice.

Payment due dates are based on the later of the invoice date or the date of receipt at NSTO's Fulfillment Center.

For any inquiries, please contact our Accounting Department by email. Contact information is found under the "Correspondence" section of this guide. Inquiries should include the check number, purchase order number, invoice number, amount of the dispute, and an explanation of the nature of the dispute.

Business Conditions

The Conditions relating to acceptance, cancellation, warranties, and RTV are summarized below.

Acceptance

Purchase orders are subject to all terms and conditions printed on the document. No deviations of terms are acceptable unless they are expressly agreed upon by NSTO and approved in writing by the appropriate buyer and merchandise manager.

All merchandise not shipped as ordered may be rejected and returned at the vendor's expense. Substitutions will not be allowed without advance notice and written confirmation signed by an authorized representative of NSTO.

Acceptance by NSTO of an order, which is received after the date specified, does not constitute a waiver of our right to return, cancel, or refuse the delivery.

Cancellation

NSTO has the right to cancel any order, upon notice to the vendor, prior to shipment of merchandise.

Orders not shipped in full before our cancel date are considered canceled. In the case of shipments being returned to the vendor due to being shipped after being notified of cancellation; vendors will be charged 5% of total invoice. All transportation costs and any other costs incurred as a result of the return shipping shall be charged to the vendor's account.

Return to Vendor Shipments

In the case of shipments being returned to the vendor due to picking errors, color, style or size substitution, early shipments, improper labeling, fit issue, quality failure, late shipments or merchandise not ordered; vendors will be charged, in addition to the cost of goods, $200 per SKU or 5% of total invoice.

Refusal of merchandise will be considered the vendor's authorization to take a deduction against the vendor's account and donate the merchandise to charity. A charge of 5% of cost of goods will be assessed for any merchandise not meeting agreed upon terms.

All transportation costs and any other costs incurred as a result of deviation from the terms and conditions of NSTO's purchase order shall be charged to the vendor's account.

Damages

NSTO has up to six months from the original receipt date to process and return damages. A $100 charge for 0-10 cartons plus $2.00 per carton over 10 will be added for freight.

Vendor will receive notification that damaged goods have been processed against their account and a request for return authorization (RA) number or voice authorization to return the damaged or incorrect goods. Vendor has 30 days from receipt of the return authorization request to provide routing and /or disposition instructions.

The seller shall be solely responsible for the return freight costs. If the seller sends replacement goods, they must be shipped immediately, and the seller shall pay all freight costs.

Any refusal of goods or failure to respond to a return authorization request will be considered the vendor's authorization to take a deduction against the vendor's account and donate the merchandise to charity.

Summary of Compliance Violations

Chargebacks will be applied to vendor invoices and can only be disputed up to 90 days of the issuing date.

• 1st Offense: $100

• 2nd Offense: $500

• 3rd Offense: $1,000

The seller has up to 7 business days from the date of notification to dispute chargeback fees. The seller shall contact NSTO by email (accounting@nsto.com) with the reason for dispute and evidence of compliance. NSTO shall respond to the seller within 7 business days of receipt of the dispute with our conclusion.

Shipping & Transportation Instructions

The NSTO Supply Chain Team strives for timely, accurate, and efficient shipment throughout our supply chain network. Our goal is to move merchandise as quickly as possible, while maintaining key cost performance metrics.

The following information will outline the guidelines for requesting a shipment ("routing"), preparing your shipment, and many processes of the NSTO's Fulfillment Center.

Fulfillment Center

NSTO receives freight at one (1) fulfillment center ONLY. No freight should be shipped to the corporate offices.

The Fulfillment Center is located at:

NSTO, 540 Eastpark Ct, Ste D, Sandston, VA 23150, USA

• Any shipments sent C.O.D. will be refused receipt of (i) the Goods and (ii) the invoice. A charge of 5% of cost of goods will be assessed for any merchandise sent as C.O.D.

• All transportation costs and any other costs incurred as a result of the refusal of delivery shall be charged to the vendor's account.

Shipment Packing Instructions

These packing and shipping instructions are an integral part of our purchase order(s) issued to you. Failure to follow these instructions and other related instructions contained in our purchase order will result in charges to your account, which will be automatically deducted at time of payment.

1. All cartons must be marked to show our purchase order number, style number enclosed, carton quantity, a detail breakdown of pre-packs, size breakdown, and carton number (see a carton marking example below). Cartons must be marked on at least one long side but can be on more than one side. Each carton must contain only one purchase order; multiple purchase orders cannot be combined in a single carton.

2. The packing list for each purchase order must be attached securely to the outside of the first carton, for each respective purchase order. The envelope, which contains the packing list, should be waterproof and clearly marked: PACKING LIST ENCLOSED. The packing list must include our purchase order number, total cartons shipped, total units per style, size, and color.

3. All orders must be shipped complete as routed unless otherwise approved in writing by the buyer.

4. Carton Numbers are by the Purchase Order not by style.

5. Style, size, or color substitutions will not be accepted without prior written approval from our buyer.

6. If a shipment is shipped on pallets, they must be stretch-wrapped. If a pallet is mixed, we require a separation between the POs. Jewelry is the exception and can ship using the master pack method. Maximum Pallet height is 96 inches.

7. Seller shall not address cartons to a specific person's attention, unless authorized by NSTO. All cartons should be addressed to NSTO's Fulfillment Center. 'Attn: Receiving' is acceptable, if necessary.

8. All domestic shipments and package deliveries by seller shall be sent to the fulfillment center listed above using NSTO's UPS BILL TO RECEIVER, charged to NSTO's account number as shown on the order or as otherwise provided to the seller. Under this procedure, all shipping costs will be billed directly to NSTO.

9. All international shipments made by seller to NSTO shall be (i) shipped through UPS Worldwide Expedited using NSTO's UPS account number as shown on the order or as otherwise otherwise provided to the seller. Under this procedure, all shipping costs will be billed directly to NSTO.

10. International shipments made by the seller to NSTO shall provide the following details for Customs processing:

    1. A precise description of the style included in the shipment.

    2. Gender intended for style in the shipment.

    3. The fabrication/content of each item in the shipment.

    4. The manufacturer name/address of each unit/ style included in the shipment.

    5. Certificate of "Drop Ball Test" (if applicable) for style in the shipment.

    6. Interim Footwear Invoice or Shoe Declarations form for footwear in the shipment (if applicable).

    7. Harmonized Tariff Schedule (H.T.S.) codes (if applicable).

       1. International Shipment delayed due to missing commercial invoice/footwear declarations/additional customs will be assessed a chargeback.

11. The seller shall be solely responsible for any freight expenses, handling fees, storage fees or any other costs or expenses incurred by NSTO related to the international shipment or import of any goods, that result from (i) the seller's failure to ship the goods using NSTO's UPS account as provided herein, or (ii) the seller's failure to comply with the instructions provided herein, or to use the Commercial Invoice and the UPS Shipping Label provided by NSTO.

Packaging on orders that do not comply with the requirements outlined may be refused by NSTO at its Fulfillment Center and returned at the seller's expense. If the order is accepted, a chargeback fee may be issued.

1. Each unit shall be labeled on the outside of the items packaging. Size labels shall be easily accessible without opening the product (e.g. stickers on poly bags, hang tags, etc.).

2. All apparel shall be shrink-wrapped or packaged in a sealed poly bag to size of item.

3. All accessories shall be packaged individually in sealed poly bags, plastic zipper-locking bags, or cardboard container. A sticker with the product information of the item shall be placed on the outside of the packaging.

Termination and Limitation of Liability

In no event shall the seller be liable for any incidental, indirect, special or consequential damages of any nature, or lost profits of revenues, in connection with, or the providing of, the goods.

Without limiting the parties' other rights and remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or a petition is filed for the winding up of its business and affairs of such other party, or such other party becomes a debtor in bankruptcy or otherwise executes an assignment for the benefit of its creditors.

Without limiting its other rights and remedies, the seller may terminate the Contract with immediate effect by giving written notice to NSTO if NSTO fails to pay any amounts due to the seller under the Contract by the due date for payment.

Neither party shall be liable to the other for any delay or failure to perform its obligations under the Contract arising as a result of an event beyond its reasonable control, including but not limited to acts of God, strikes, labor shortage or disturbance, fire, accident, war and civil disturbance, terrorist acts, delays of carriers, failure of sources of supply, or acts of government.

The seller shall not at any time disclose to any person any confidential information concerning the business or affairs of NSTO, except to those of its employees, agents, or subcontractors as need to know such information for the purpose of the seller meeting its obligations under the Contract, and the seller shall ensure that such employees, agents, and subcontractors are subject to the obligations of confidentiality set out in this clause. This clause shall survive termination of the Contract.

Any notice required to be given to a party in connection with the Contract shall be in writing and shall be delivered the other party personally or sent by pre-paid first-class post or recorded delivery to the address as set out in the purchase order or by facsimile transmission or electronic email at a number or an address previously provided. Any notice shall be deemed to have been received if delivered personally when left at such address, or if sent by pre-paid first-class post or recorded delivery, on the second business day after posting or if by facsimile transmission or electronic mail, on the date of sending.

NSTO may at any time assign, transfer, subcontract, or deal in any other manner with all or any of its rights under the Contract. The seller shall not, without the prior written consent of NSTO, assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

A waiver of any rights under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.

If a court, or other competent authority, finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

Any person who is not a party to the Contract shall not have any right under or in connection with the Contract.

Any variation to the Contract shall only be binding if agreed in writing between the parties.

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of the Commonwealth of Virginia. The venue for any suit involving the Contract shall be in either the District or Circuit Court for the City of Richmond, Virginia or the United States District Court for the Eastern District of Virginia, Richmond Division.

In any litigation, or other proceeding, regarding a dispute under the Contract, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing party.

Supplementary Consignment Terms

NSTO’s vendor terms and conditions apply to both consignment sales and non-consignment sales.  The following terms supplement the vendor terms and conditions and apply only to consignment sales.  If there is a conflict between the vendor terms and conditions and these supplementary terms, these terms will govern with respect to consignment sales.

Vendors may submit a list of products to NSTO to be considered for consignment. NSTO has no obligation to accept any vendor or product for consignment sales. The issuance of a written purchase order by NSTO constitutes an offer by NSTO to advertise and sell the products listed on a consignment basis.

By accepting the purchase order, you agree to deliver the products listed to NSTO on a consignment basis in accordance with NSTO’s vendor terms and conditions. 

Upon receipt of the consigned products, NSTO will photograph and list the consigned products for sale on its website. NSTO has sole discretion over the description and merchandising of the consigned products on its website.

You will retain all legal and equitable title to the consigned products until the consigned products are sold by NSTO, at which time title will immediately pass to NSTO or to the customer. NSTO will cooperate to give full effect to any law, rule or regulation governing consignment sales, including the registration of a financing statement by consignor with respect to the consigned products.

You assume the risk of accidental loss or destruction of the consigned products during delivery to NSTO and while they are in NSTO’s possession. NSTO assumes no liability to vendor as a bailee or otherwise with respect to consigned product unless damage is caused by NSTO’s gross negligence or intentional conduct.  You must adequately insure the consigned product at your own expense.

The “Pricing and Payments” section of NSTO’s vendor terms and conditions does not apply to consignment sales.  NSTO will pay you a commission of 50% of NSTO’s net sales (actual price paid by customer less returns and taxes) for each consigned product sold, minus any deductions, chargebacks or other fees that NSTO is entitled to charge. NSTO will pay you your commission at the end of each month.  A USD $100.00 e-commerce production fee per style, plus an additional USD $25 per colorway extension, will be deducted from your first commission payment. The production fee will not be refunded under any circumstances.

Consignment product that is returned by a customer in accordance with NSTO’s return policy will not be counted as a "sale" for purposes of calculating your commission, and the cost of returned products may be deducted from future commission payments.

You may provide recommended retail pricing to NSTO in respect of the consigned products, but NSTO will have ultimate discretion over pricing. Without limiting the foregoing, consigned products will be subject to the following markdowns, which may be amended from time to time:

·     After 30 days: 20-30% off promo code and/or 30% markdown

·     After 90 days: 40-50% markdown

You may request the return of any consigned products after 90 days, at your sole risk and expense, by emailing NSTO a return request and a pre-paid shipping label.

If a consigned product remains unsold after 180 days either party may terminate the Contract.  If either party terminates the Contract or this consignment relationship, NSTO may elect to purchase some or all of the remaining consigned product from you and/or return some or all of the consigned product to you.  If NSTO elects to return some or all of the consigned product, you must, at your sole risk and expense, collect such product from NSTO within seven (7) days of the effective date of termination and NSTO will have no further obligations in respect of the consigned product.

Last updated: 08-May-2019