OVERLAND VENDOR INSTRUCTION MANUAL

TABLE OF CONTENTS

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SECTION 1

REQUIREMENTS & RESPONSIBILITIES SUMMARY

• Adhere to purchase order terms & conditions
• Accept purchase orders by returning signed purchase order confirmation cover sheets
• Provide shipping notifications for every shipment
• Follow all guidelines regarding partial shipments and cancelation date guidelines
• Overland will not accept orders past cancellation date without prior approval. Contact Overland IN ADVANCE OF SHIPPING to negotiate under what conditions, if any, we will accept a late delivery.
• Private label all merchandise once established as a private label vendor
• Affix Overland provided price tags to all merchandise according to Overland specs
• Package merchandise according to our packaging instructions
• All shipments must follow our routing guide
• Provide timely invoices to our accounts payable department
• Provide our web department with product information sheets for all new styles and any photographs you have that we may be able to use for new styles we purchase
• Review this vendor manual for updates to this manual located at www.overland.com/vendors

This manual is intended to outline the standards required when doing business with Overland.
This manual may be modified by Overland at any time. Modifications will be posted here on our website or may be otherwise provided to vendors and shall be binding from the date of such posting.

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SECTION 2 - PURCHASE ORDERS AND INVOICES

PURCHASE ORDER TERMS & ACCEPTANCE/CONFIRMATIONS

• Verbal orders, preliminary purchase order worksheets submitted via email, or tentative orders placed at trade shows will not be valid until confirmed with an official Overland signed purchase order transmitted with an official purchase order cover sheet.
• Purchase order cover sheets must be signed and faxed back to Overland within 1 business day. Signed cover sheets represent an agreement by the vendor to the costs on the purchase order, the accuracy of the vendor style numbers, colors, and sizes of the vendor product(s), and the ability of the vendor to meet the delivery dates specified on the purchase order. Changes to cancelation dates because of unanticipated raw material issues unknown at the time of order confirmation may be requested up to one week after order acceptance. Overland may change the start ship date based upon any adjustments to extend the cancelation date (generally we desire that start and cancel dates be no more than 30 days apart).
• It is important and imperative that any errors on the purchase order with regard to vendor style numbers, color names, costs, size scales, item descriptions, etc. must be corrected when submitting the signed purchase order confirmation.
• Acceptance by the vendor is limited to the terms of the purchase order and any terms or conditions specified in this document and outlined on the purchase order cover sheet. Overland objects to any different or additional terms in vendor’s acceptance or any other document or form unless our written consent is first obtained.
• Acceptance by the vendor constitutes agreement to all of the terms and conditions of this vendor manual, including agreement to all packaging and tagging instructions, and domestic or Canadian routing instructions (unless shipping F.O.B. your dock).
• Vendor agrees that all merchandise shipped under any purchase order may be advertised and sold by Overland at any retail facilities of Overland, or in any of Overland’s catalogs, on the internet including Overland’s web site, or any other electronic or other medium.

PURCHASE ORDER FULFILLMENT/SHIPPING

• Future requests for any extension of original purchase order cancelation dates after initial purchase order confirmation/acceptance must be requested in writing and the vendor must obtain a signed confirmation from Overland. Overland will not accept late shipments without prior approval, and should be contacted IN ADVANCE if an order is past cancelation date to negotiate under what conditions, if any, we will accept a late delivery. Overland reserves the right to either refuse shipment of, or return any merchandise shipped past the cancelation date without prior written authorization of cancelation date extension by Overland F.O.B. Overland’s dock.
• In the event the vendor becomes unable to delivery any part of all of the merchandise called for by any purchase order, the vendor agrees to notify Overland immediately.
• Overland may refuse delivery or return the merchandise F.O.B. Overland’s dock for:
  • Any shipment made before the ship date indicated on the purchase order or after the cancel date specified on the purchase order.
  • Shipments in excess of quantities ordered.
  • Merchandise which is not according to original sample or which are not specified in the official Overland signed purchase order.
  • Shipments that are not in compliance with the packaging and tagging instructions or routing guide.
  • Any merchandise that is defective or of poor quality upon inspection of the merchandise either at our warehouse at the time of initial receiving or within a reasonable time of merchandise arriving at our stores where quality issues may be found by store personnel
• When issued, some purchase orders will be marked “Ship Complete”. On these purchase orders, only one shipment is allowed, it must be shipped on or before the cancel date, and any merchandise remaining open after the single shipment will be considered canceled. Additional shipments will be either refused, or the vendor will be expected to send call tags to pick the shipment back up. In either case, any freight expense charged to our third party billing account will be deducted from the vendors accounts payable account, along with any applicable expense chargebacks referenced in the separate section of this manual.
• For purchase orders not marked “Ship Complete”, partial shipments will be allowed with the following stipulations:
  • New styles or new colors of existing styles that have multiple sizes must have all sizes represented in the initial shipment (for example, garments ordered in S-XL should not just have S & M shipped, or footwear ordered in sizes 6-10 should not only have 6’s & 7’s shipped.
  • When shipping backorders if there is less than $500 cost left open on the order, or if the remaining backordered cost on the entire order is over $500, but what is ready to ship is under $500, get permission for a small volume backorder shipment before shipping. We reserve the right to cancel any remaining small volume backorders rather than take the product, even if ready before the cancelation date of the original purchase order.
• Overland reserves the right to deduct from the vendors accounts payable account any freight charges incurred for any shipment not in compliance with the routing instructions unless there is a written signed exception agreement on file.

INVOICES & BILLING

In order to improve efficiency and expedite the payment process Overland will begin paying vendors by direct ACH deposit to their bank accounts. At this time this isn’t available to our international vendors. For more information and to sign up, please fill out and return our ACH Direct Deposit Form.

• Vendor invoices must reference the Overland purchase order number, and must include all product detail including vendor style numbers, and color and size breakdowns of merchandise shipped. Separate purchase order numbers cannot be included on the same invoice. A separate invoice must be issued for merchandise against separate purchase orders, even if shipped at the same time.
• Overland reserves the right to deduct handling fees for any violations outlined in this manual from vendor payments.
• Payment terms, including any applicable discount days, will be calculated from the date of receipt of goods at Overland’s dock, or receipt of invoice by Overland, whichever is later. Therefore, it may be in your best interest to e-mail your invoice to acctpay@overland.com rather than send it through the mail which may result in a later payment date. Do not include invoices with shipments (only packing slips should be included with shipments and should not contain costs).

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SECTION 3

MERCHANDISE PRICE TAGGING & PRODUCT LABELING

• All vendors are expected to apply Overland price hangtags to all purchased products. Vendors will be contacted by Overland to provide us with a contact name and shipping address to send the price hangtags. Hangtags will be sent out by Overland in a timely manner once the signed purchase order confirmation is received from the vendor. If you have not received tags and it will affect your ability to meet the shipment dates designated on your purchase order contact Overland 2 weeks in advance of the latest date you can receive tags and they will be readily sent to you using ground shipping.
• Please note that single piece special orders are an exception and don’t need to be tagged with our price hangtags, and shipments should not be delayed waiting for Overland to send tags. Also, there may be circumstances when may decide to we place very small orders or orders that are going to be shipped very quickly and we do not require them to be tagged, in which case a note will be put on the purchase order that it will not be necessary to put on Overland hangtags. You should not hold up shipment of these orders waiting for tags.
• Overland’s Tagging Guide which has complete tagging instructions is located at https://www.overland.com/vendors/vendortagging
• A majority of vendors are required to private label products with Overland garment or accessory labels. Guidelines and instructions for private labeling are located in Section 4.
• All products should have a label or tag that clearly identifies the country of origin. Products that are sized must have a size tag inside the garment. The size tag on the products must match the sizes shown on our purchase orders and on our Overland price hangtags.

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SECTION 4

OVERLAND PRIVATE LABEL GUIDELINES

OUTERWEAR & APPAREL:

• Once you are established as a Private Label vendor, every order that you fill should continue to be private labeled even though the purchase order may not specifically specify it. Once you have received and private labeled an initial order, you are an established private label vendor for all future orders.  If there is a reason you cannot private label a specific product or order you must obtain specific approval from the appropriate buyer.  Garment labels will not be sent out with every order.  If you receive an order and don’t have enough of the specific labels you need contact Overland with the label color (black or brown), label size (large or small) and quantity you need and they will be shipped to you.  If you need them faster than ground shipping or to an address different than the address we have on file for your company, you must specify that. Please provide a US or Canada address to ship labels to.
• Labels should be placed where you would normally place your own label.
• If you are a private label vendor and have affixed Overland price tags, please remove any tags from your garments that have your name on them before shipping them to us. Tags which have useful selling information (for example a generic thermolite tag) that does not have your name on them can be left affixed to the garment.

OTHER PRODUCTS:

• Labels should be placed where you would normally place your own label, or as directed by Overland buyers.

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SECTION 5

PACKAGING SPECIFICATIONS, PACKING SLIPS, & CARTON LABEL REQUIREMENTS

OUTERWEAR & APPAREL PACKAGING:

• All outerwear should be shipped on a hanger (any type except wire or wood), packed flat and shipped in cartons with hangers inserted into the garment.
• To protect merchandise both in route to us and then from our warehouse to our stores, both outerwear and all clothing or apparel should be packed in a polybag or clear garment bag.

OTHER PRODUCTS:

• Hats should be appropriately packaged to avoid damage.
• Jewelry styles should be bagged separately by style – do not mix styles.

CARTON PACKING REQUIREMENTS:

• Place a single piece of cardboard on the top and bottom of each carton for protection when opening the carton for all apparel, outerwear, and any other applicable merchandise.
• Pack each purchase order in separate cartons.
• All merchandise should be shipped in conveyable corrugated cartons.
• Pack shoe boxes one deep and in the same direction with the shoebox labels facing the top of the carton. Do not double stack.
• We encourage the use of environmentally sensitive packaging materials (recycled and recyclable). Avoid excess packaging by using material that maximizes protection while minimizing an environmental impact. Please do not use peanuts or newspaper.

PACKING SLIP/SHIPMENT NOTIFICATION REQUIREMENTS:

• There should be separate packing slip for each purchase order.
• All packing slips must be attached to, and be removable from, the outside of the first carton and clearly marked “Packing Slip Enclosed”.
• Packing slips must show your name and address, Overland purchase order number, total number of cartons, and total units.
• Packing slips must reference all vendor style numbers, with a detailed breakout where applicable by color and size, along with quantities of each sku.
• Packing slips should note if the shipment is a complete, partial, or backorder shipment.
• Packing slips should note total number of cartons shipped.
• Shipment notifications and tracking number for at least 1 of the boxes must be e-mailed to intransit@overland.com (preferred method) or faxed to us on the date of shipment. A copy of the packing slip is preferred, but at a minimum, the purchase order number, tracking number for at least 1 of the boxes, and total number of cartons shipped must be provided.

CARTON LABELING REQUIREMENTS:

• Carton markings must be large enough to be easily read.
• Mark one end and one side of each carton with the following information:
  • PO Number
  • Box ### of ### or Carton ### of ### (for example Box 1 of 3, etc.)

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SECTION 6

ROUTING INSTRUCTIONS

Shipment notifications and tracking number for at least 1 of the boxes must be e-mailed to intransit@overland.com (preferred method). A copy of the packing slip is preferred, but at a minimum, the purchase order number, tracking number for at least 1 of the boxes, and total number of cartons shipped must be provided.

Please email routing@overland.com for routing instructions. Include the packing list and tracking #(s) for any product shipped to intransit@overland.com.

Detailed shipping instructions are available at the following link: Overland Shipping Instructions

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SECTION 7

OVERLAND.COM WEBSITE DEPARTMENT REQUIREMENTS

• Vendor agrees that all merchandise shipped under any purchase order may be advertised and sold by Overland at any retail facilities of Overland, or in any of Overland’s catalogs, on the internet including Overland’s web site, or any other electronic or other medium.
• Within 2 weeks of receipt of purchase order, for any new product that is a new style that Overland isn’t reordering from past season(s), it is imperative that a product information form be filled out and faxed to us. You can download and print this form here.
• For best sales of your products on our website, please supply the following items each labeled accurately (e-mail to webmaster@overland.com):
• Product Photography: Overland.com uses high-resolution product images to allow image zoom and pan. If you have hi-res images of your products, please provide main and alt images for each style color. If you have multiple resolutions available, the larger dimension of your image should be close to 2000 pixels.
• • Main photo
  • Alt view photo(s) showing alternate point(s) of view: e.g., garment back, handbag interior, shoe sole)

We reserve the right to re-photograph any item for online presentation.

• UPC Code: Please provide the standard UPC code for each sku. Excel format works well (does not apply to Overland private label products).

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SECTION 8

OVERLAND EXPENSE VENDOR CHARGEBACKS

• It is not Overland's desire to chargeback expenses to our vendors. However, issues which we have determined cause costly expenses and inhibit the flow of our operations and warehouse will begin having chargeback expenses deducted from payments.
• Late shipments (especially when purchase orders are placed well in advance of ship dates) result in us not having the product to meet our store sales projections when we need it. We require approval in advance for late shipments, and will expect an offer of discounts to allow shipments on merchandise shipped beyond accepted cancel dates, especially for pre-booked orders or orders written months in advance of shipment dates. In these circumstances we have committed well in advance to purchase merchandise, allowing vendors to know our needs well in advance, and giving them the chance to order raw materials and schedule personnel to meet those needs. We believe that this advanced commitment should be rewarded with the courtesy of timely shipments and getting the merchandise to us when we need it.
• With regard to purchase order confirmation and acceptance, we require signed confirmations and acceptance for all purchase orders. We will chargeback expenses if we have to track down these confirmations. It is your responsibility to let us know that you received and accept our purchase orders.

COMPLIANCE ISSUE	CHARGEBACK EXPENSE
1. Extension of cancelation date beyond original purchase order cancelation date (We may or may not allow a later delivery)	Call to negotiate
2. Early shipments without prior authorization (if delivery not refused) (plus payment terms will be from the original start ship date)	$25 per incident
3. Other purchase order violations (not returning signed order confirmations, multiple shipment on “ship complete” orders, etc.).	$25 per incident
4. Packing violations (not shipping on hangers or in poly or clear garment bags, packing multiple purchase orders in the same carton, double stacking shoe boxes, etc.)	$25 per incident
5. Packing slip or carton violations (packing slip not referencing our PO number, multiple purchase orders on 1 packing slip, packing slip not on outside of carton 1)	$25 per incident
6. Not providing shipment notifications	$25 per incident
7. Routing Guide violations	100% of shipment cost

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