The undersigned verifies receipt and understanding of the Intermix, LLC revised April 2011 Vendor Compliance and Routing Manual.

Company Name:

We have read and understand all information outlined in this Compliance and Routing Manual:

Reviewed by:

Date:

Please sign and scan or fax this copy to:
Distribution @ Intermixny.com
40 West 25th Street     11th Floor     NYC, NY 10010     Fax 212-463-9524

The following instructions outline the requirements that must be adhered to when shipping merchandise to Intermix, LLC (Intermix). Any questions concerning information contained in this guide must be addressed prior to shipment of goods.

• Intermix will not allow any unauthorized freight, insurance, handling, packing or any other miscellaneous charges on a merchandise invoice.
  
• All purchase orders must be listed on the Bill of Lading. Purchase orders must not be physically mixed when freight is tendered to carrier.
  
• All orders must be shipped in accordance with the Purchase Order Start Ship Date and the Complete/Cancel Date.

Delivery Refusals

• Shipments received at Intermix late, cancelled, not on file or unapproved will be refused and returned to vendor without obtaining any verbal or written authorization and or authorization label. Neither inbound nor return freight will be paid by Intermix on such shipments. A Purchase Order will be considered late if not 95% complete by the cancel date.
  
• If multiple purchase orders are shipped on a single bill of lading and any one purchase order is invalid, the entire shipment will be refused.
  
• No C.O.D. shipments will be accepted without the prior written approval of Intermix. This includes C.O.D. for postage on UPS and Parcel Post shipments. All purchase orders have specific delivery dates. The vendor is responsible for shipping merchandise so that it will arrive within the delivery date shipping window that is specified on the purchase order.
  
• Purchase Orders will not be accepted after the cancel date. Expenses will not be reimbursed.

Delivery Windows
Our required delivery window for all Purchases Orders will be 2 weeks from start ship to cancel date. It is imperative that all shipments are made on the start ship date. If a different shipping window is required, this must be discussed with the buyers at the time of bulk order placement.

Administrative Fees
Any deviation from the shipping and routing instructions listed $50.00 in this document will incur an administrative processing fee in addition to the charge-back fees incurred for each violation.
Processing Fee: $50.00

New York Distribution Center:
Intermix, LLC.
Attention: Distribution and Receiving Department
40 West 25th Street
New York City, NY 10010

Our store locations:

• Intermix P.O. Number
• Style number
• Vendor name
• Total weight in pounds
• Total units of product
• Total number of cartons
• Origination address

• Contact person name, email address, phone and fax information
• Product type information (shoes, t-shirts, jewelry, etc.)

If vendor does not have email access, a fax must be sent to (212) 463-9524, ATTN. DISTRIBUTION AND RECEIVING

Carton Information
All cartons received by Intermix must include the following markings:

A shipping label affixed to the top of each carton that is plainly visible which lists the following information:

• Vendor name
• Carton # of total, (i.e. 1 of 4, 2 of 4, etc.)
• P.O. number
• Carton weight
• Delivery tracking #
• Style #
• UCC 128 label on carton side—Effective June 1, 2008

Processing Fee: $100 per Shipment

A paper packing slip (no stickers) included in a clear plastic sleeve, Must be affixed to the top of each carton that includes the following information:

• Vendor name and address
• Carton # of total, (e.g., 1 of 4, 2 of 4)
• INTERMIX purchase order number
• Vendor invoice number
• Total units sorted in the following order
• 1) Style
• 2) Color
• 3) Size
• Total number of cartons and weight of shipment
• Itemized listing of all contents in that carton only

Processing Fee: $50 per Shipment

Multiple Purchase Orders

All purchase orders must be packed and identified separately. Multiple P.O. deliveries are not allowed in individual cartons.

Processing Fee: $100 per Occurrence

Domestic Carrier Requirements

Domestic vendors must use UPS GROUND for all domestic inbound freight. Vendors will be responsible for paying the difference in freight costs if UPS rates were less than the carrier used. Contact distribution@intermixny.com with any questions.

Processing Fee: $25 per Occurrence

Additional shipping charges incurred due to vendor error will be paid solely by the vendor. (For example, if a shipment is scheduled for delivery on a specific date, the vendor is expected to ship the merchandise for arrival on that date without incurring overnight or air freight charges). Any such charges will be a violation of the purchase order agreement and the difference between the overnight shipping fees and agreed upon shipping charges will be deducted in the form of a chargeback.

Processing Fee: $25 per Occurrence

Any use of the Intermix UPS account for shipping to any location other than Intermix and its agents is strictly prohibited. Vendors will be charged back for any fees due to improper use of account

Processing Fee: $500 per Occurrence

International Freight Forwarders
Vendors are requested to use the following Freight Forwarder unless advised by Intermix:

UPS
1-800-742-5877 (WITHIN THE CONTIENTAL USA)
1-800-826-9188 (WITHIN CANADA)
VENDORS IN PARIS, UK, ITALY ETC CONTACT YOUR LOCAL UPS OFFICE

Processing Fee: $25 per Occurrence

If e-mail is not possible, please mail to:

Intermix, LLC 48 West 25 Street 11th Floor
ATTN: ACCOUNTS PAYABLE
New York, NY 10010

(For Apparel Only)

Effective August 1, 2008 Intermix will require that certain styles be packed separately by store location. The buyers will identify these styles at the time when the bulk orders are placed. 3 weeks before the confirmed ship date Intermix will provide all the necessary information for packing and labeling for these locations.

Short Ships
Units contained inside the cartons must match carton paperwork and ASN (effective June 1, 2008)
Processing Fee: $25 per Occurrence

Merchandise Container Information
All bags, belts and Garments on Hanger (GOH) must be packed individually in a poly bag.
Processing Fee: $1 Per Unit

All shoes must be in a box, one pair per box.
Processing Fee: $1 Per Unit

Garment on Hanger Instructions
GOH items must be in a poly bag that is at least 6 inches longer than the garment.
Processing Fee: $1 Per Unit

GOH items must include item UPC, style and size on a sticker within 3 inches of the top and 3 inches right side of a poly bag.
Processing Fee: $1 Per Unit

All hang-able wearing apparel must be shipped GOH.
Processing Fee: $1 Per Unit

Hangers must be double strand wire or solid plastic, which is ¼”wide with rounded ends.
Processing Fee: $1 Per Unit

Merchandise must be packed so it remains the on hangers upon delivery.
Processing Fee: $1 Per Unit

Merchandise Sorting Requirements
Styles that are sent in multiple carton shipments must be sorted within those cartons using the following hierarchy:
1. First, pack items by: Style   2. Then, pack items by: Color   3. Finally, pack items by: Size
Processing Fee: $50 Per Shipment

Carstructton Conion and Packing Requirements
Processing Fee: $5 Per Carton & $5 Per Damaged Unit
All deliveries must be shipped in cartons with the size and test limitations listed below:

• Cartons must include an additional layer of corrugated material between the box top and the merchandise to avoid box cutter damage.
• Carton construction parameters: Processing Fee: $10 Per Carton

  Cardboard must have a minimum test weight of 200lbs;double-ply
  Maximum dimensions per carton must not exceed 30”W x 36”L x 30”H
  Maximum weight 40 pounds

Intermix, LLC is committed to conducting business in an ethical, legal and moral manner in all countries of the world. In view of this, we must insist that your contractors with whom you source be in compliance with laws of their host country as to wage/hour, overtime and legal work age considerations. In addition, the Intermix Business Code of Conduct clearly states our position regarding human rights issues including health and safety, prison or forced labor, physical punishment and discrimination.

The key requirements outlined below for the Intermix Code of Conduct:

1. Reasonable work hours shall be maintained and employees shall be compensated fairly in compliance with local standards and applicable national laws of the country or countries in which business is conducted. Employees shall not be required to work more hours than allowable under applicable law and shall be compensated as appropriate for overtime work. Employees should be permitted reasonable days off (which we define as meaning at least one day off for every seven-day period) and leave periods.

2. Employment shall be maintained on a voluntary basis. We will not accept goods if any manner of forced labor or prison labor is used in the manufacture or in subcontracting the manufacture of such goods.

3. We will not accept products if any manner of illegal child labor is utilized in the manufacture or in subcontracting the manufacture of such products (see below for child labor standards).

It is the desire of Intermix, LLC, to not only be a good citizen of the United States, but also to conduct business in an ethical and moral manner in all of the countries of the world in which we have the privilege to do business.

As the scope and breadth of your sourcing base expands to include more diverse cultures, we must ensure that the business people and companies with which you associate have the same values that we expect from our own employees. To achieve this end Intermix, LLC subscribes, and we endeavor to have our business partners subscribe, to the following principles in conducting business.

Ethical Standards: We endeavor to respect the ethical and moral standards and beliefs of all peoples and cultures with whom you deal. We in turn expect our business partners to respect our rules and procedures.

Legal Requirements: We expect your employees and business partners to abide by the laws of the countries in which they conduct business. We also expect that International law related to the conduct of business between Nations be followed at all times.

Health and Safety: We strive to have a safe and healthy working environment in all the facilities that Intermix, LLC owns and operates. We also expect that any business partners to whom you provide work will endeavor to provide a safe/healthy environment for the employees in the workplace, but also in the living facilities provided to the workers, should such facilities be provided.

Environmental Safekeeping: We understand that the environment in which we live in is ours to maintain and protect. We subscribe to manufacturing practices that ensure the safekeeping of our natural resources and ecological surroundings, and expect our business partners to also adhere to these principles.

Wages and Benefits: The wage and benefit structure of our business partners must comply with the applicable Country or State laws.

Working Hours: We expect our business partners to operate based on prevailing local work hours. Any time worked over the norm for the area should be compensated at the overtime rate as prescribed by the local labor laws and should be worked voluntarily. We encourage our contractors and business partners to provide workers the opportunity for a reasonable amount of time off from their duties to rest and to be with their families.

Child Labor: The use of child labor is not permissible. For a definition of “child”, we will first look to the national laws of the country in which business is being conducted. If, however, the laws of that country do not provide such a definition or if the definition includes individuals below the age of 14, we will define “child”, for purposes of determining use of illegal child labor, as any one who is: (a) Less than 14 years of age; or (b) Younger than the compulsory age to be in school in the country in which business is being conducted, if that age is higher than 14.

Prison/Forced Labor: We will not knowingly utilize or purchase materials and/or product manufactured by prison or forced labor – indentured, bonded or otherwise. We also do not condone the practice of involuntary employee “deposits”, withholding of identity papers or any other practice that would restrict free movement of employees.

Discrimination: We recognize and are aware that cultural differen

ces will exist between various peoples. However, we do believe that people should be employed based on their ability to perform a needed function; not on the basis of personal beliefs or characteristics.

Freedom of Association: We recognize and respect the right of employees to exercise their lawful rights of free association, including joining or not joining any association. We expect our business partners to also adhere to these principles.

Disciplinary Practices: We will not condone any type of harassment, abuse, and corporal, mental or physical punishment by a business partner or an employee.

Your agreement and acceptance of this document is assurance that all products, which you will source, manufacture and deliver to us, will be produced in full compliance with the requirements set forth above. You understand that we will rely on this assurance in buying products from you.

Supplier hereby indemnifies and holds Intermix LLC, its affiliated companies and their officers, directors, employees and agents (collectively, “the Intermix Parties”) harmless from and against any and all claims, costs, losses, accountings, damages and/or liabilities (collectively, a “Claim”) including, but not limited to, attorneys’ fees and costs and any fees incurred in connection with the reasonable investigation relating to such Claims, arising from any proceeding or action brought or asserted against any of the Intermix Parties to the extent such proceeding or Claim is based on an allegation that the goods, as sold and delivered by Supplier to any of the Intermix Parties, are defective or infringe or allegedly infringe upon any patent, copyright, trademark, trade secret or other intellectual property rights belonging to a third party.  Should any of the Intermix Parties be enjoined from using goods furnished by the Supplier because of a Claim by a third-party, Supplier shall, at its own expense, procure the right to continue using the allegedly infringing goods or replace or modify the goods so that they become non-infringing, or at Supplier's option, refund to the Intermix Parties the purchase price of such goods.

The Intermix Parties shall notify Supplier in the event that they are notified of a Claim.  The Intermix Parties shall have the sole right to select counsel to defend against the Claim and Supplier shall promptly pay any and all bills associated with a Claim that are issued by counsel for the Intermix Parties.  In the event that a Claim is lodged against one of the Intermix Parties and at such time the Intermix Parties owe Supplier money for goods (which are either subject to the Claim or not), the Intermix Parties shall have the right to withhold payment to Supplier to insure Supplier’s compliance with this indemnification provision.