Purchase Order Legal Terms

The Neiman Marcus Group, Inc. (the "Company"), a Delaware corporation comprised of Neiman Marcus Stores, Bergdorf Goodman, and Neiman Marcus Direct, hereby orders the merchandise specified on the Company Purchase Order, subject to and upon the express terms and conditions hereof. Reference herein to "this Order" shall be deemed to include all orders accompanying or subsequently transmitted through a computer based telecommunications system utilizing the appropriate security code and shall include the shipping, handling and routing instruction and Purchase Order information referenced below. VENDOR’S ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO SUCH TERMS AND CONDITIONS, AND AN ACCEPTANCE STATING ADDITIONAL OR DIFFERENT TERMS WILL BE DEEMED A REJECTION OF THIS ORDER. IF NO NOTIFICATION IS RECEIVED BY THE COMPANY WITHIN 5 DAYS OF RECEIPT OF THIS ORDER, OR IF SHIPMENT OF ANY PART HEREOF IS MADE, IT IS UNDERSTOOD THAT THE TERMS AND CONDITIONS OF THIS ORDER ARE SATISFACTORY TO AND ACCEPTED BY THE VENDOR.

1.       Governing Terms; Performance – All Orders shall be governed by and subject to the express terms and conditions contained in (i) this "NMG Terms of Purchase Order", (ii) the information on the front of this Order, (iii) the information in a document accompanying this Order, setting forth terms with respect to price, quantity, etc., (iv) the Company’s standard "General Shipping and Routing Instructions" either accompanying this Purchase Agreement or previously transmitted to Vendor and (v) in the case of orders transmitted through a computer based telecommunications system, by the terms contained in such transmission (the "Purchase Order Information"). Performance of this Order must be in accordance with its terms, dating and conditions. No variation or modification of this Order for the purchase by the Company of any merchandise whatsoever, whether in existence or to be manufactured for it, is binding upon the Company (unless such variation or modification is specifically set forth in writing and signed by a Buyer and Divisional Merchandise Manager of the Company or transmitted by the Company through a computer based telecommunications system utilizing the appropriate security code) BEFORE merchandise is shipped. Company may change the Purchase Order Terms and Conditions from time to time and such changes will be effective for all subsequent Orders.

2.       Forms and Approval – All Orders are void unless given in writing on the Company’s printed purchase order forms and approved by a Company Buyer and Divisional Merchandise Manager or transmitted by the Company through a computer based telecommunications system utilizing the appropriate security code. Prior to the acceptance of any Order (or variation or modification of an Order) transmitted by the Company through a computer based telecommunications system, Vendor shall confirm to the security code previously provided in writing signed by the Buyer and Divisional Manager of the Company.

3.       Discount Terms – All discount terms shall be computed from the date of receipt of the merchandise described in this Order or the date of the invoice, whichever is later. Invoices dated the 25^th or thereafter shall be considered received as of the first of the following month. All discounts are trade discounts and considered earned upon payment of invoice. The Company is not responsible for interest or late charges on payments received after the due date.

4.       Delivery; Non-Conforming Goods or Delivery – Time of delivery at the Company’s designated receiving facility is of the essence with respect to this Order. If goods or tender of delivery fail in any respect to conform to the terms of this Order or are otherwise non-conforming, the Company may in its sole discretion, (1) reject the whole or (2) accept the whole or (3) accept any part and reject the balance. ALL REJECTIONS ARE SUBJECT TO BEING RETURNED AT VENDOR’S SOLE COST AND EXPENSE UNDER PROVISIONS OF SECTION 7 OF THE UNIFORM STRAIGHT BILL OF LADING VIA COLLECT MOTOR FREIGHT WITHOUT NOTICE TO OR AUTHORIZATION FROM VENDOR. Vendor shall destroy all rejected merchandise that bears the trade name or other intellectual property of Company.  Rejection of non-conforming merchandise shall be considered timely if made a reasonable time after identification of such defect to the Company by its customers. Resale or redisplay of goods shall not be considered an acceptance of goods so as to bar the right of the Company to reject them. Acceptance of non-conforming merchandise by the Company shall not be deemed a waiver of the Company’s right to recover damages or pursue any other remedy available to it under the Uniform Commercial Code as in effect in the State of Texas, nor shall the return of non-conforming merchandise to Vendor relieve Vendor of its liability for shipping such non-conforming merchandise. For purposes of this Order, non-conforming merchandise shall include, but not be limited to, the following: (1) goods received before the "not to be received before" date (2) goods received after "cancel if not received by" date (3) goods shipped after Order cancelled (4) defective merchandise (5) merchandise received in excess of quantity shown on purchase order (6) merchandise shipped not the same as merchandise order (substitution) or (7) merchandise otherwise not meeting the specifications set forth in this Order or shipped in contravention of any term or condition of this Order. If there are deviations from routing instructions, all transportation costs plus an administrative fee will be charged to Vendor’s account. Deviations from the Company’s standard General Shipping and Routing Instructions will also result in a 30 day delay in payment to Vendor on early shipments, or a charge for late shipments to offset additional material handling and/or storage cost resulting from the deviation.

5.       Merchandising and Promotion - As necessary or appropriate for Company to sell the merchandise included in this Order in retail stores, catalogues, or online, through normal and customary merchandising practices, Vendor grants Company a worldwide, non-exclusive right to use and display its Brand Marks through any distribution channel including without limitation, Neiman Marcus stores, mail order catalogues, Neiman Marcus websites, and all other web sites linking or framing thereto. If advertising material or other content supplied by Vendor pertaining to its products, services or business embodies any intellectual property rights (including, but not limited to, work of authorship protected under U.S. or foreign copyright laws or any database interest protected under international laws or conventions), Vendor shall be responsible for securing rights and licenses necessary for the use and exercise of such interests pursuant to the Terms of this Purchase Order. Company shall remain solely responsible for the operation of its business and control of the programming, content and transactions over its website. "Brand Marks" means trademarks, service marks, trade names, logos, slogans and advertising (including text, graphic or audiovisual features of icons, banners, links, frames, etc. to the extent distinctive to a particular party) and, if provided by Vendor, depiction of characters or personages.

6.       Warranty of Merchandise – VENDOR EXPRESSLY WARRANTS THAT THE MERCHANDISE TO BE DELIVERED UNDER THIS ORDER WILL BE MERCHANTABLE, WILL CONFORM TO THE SAMPLES TO WHICH OR SPECIFICATIONS FOR WHICH THE ORDER WAS PLACED AND WILL BE OF THE BEST MATERIALS AND WORMANSHIP, FREE FROM DEFECT. Without limiting the generality of the foregoing, Vendor guarantees that the weight, measures or sizes conform to the standards of the Unites States government.  Vendor shall reimburse Company for any expenses incurred by Company to repair or replace defective or non-conforming merchandise.

7.       Warranties on Wearing Apparel and Toilet Goods – If this Order is for women’s or misses apparel, Vendor represents and warrants to the Company that the garments so ordered are original styles created by the Vendor, unless identified in this Order as a replica of foreign style creations. If this Order is for toilet goods, the acceptance of this Order by Vendor and the shipment ordered hereunder shall be subject to the terms of the Toilet Goods Association on the subject of advertising and labeling cosmetics.

8.       Warranty on Price – Vendor warrants that the prices for the merchandise sold to the Company hereunder are no less favorable than those currently extended to any other customer for the same or similar merchandise in similar quantities. In the event Vendor reduces its price for such merchandise during the term of this Order, Vendor agrees to reduce its prices of the merchandise ordered hereunder correspondingly. Vendor warrants that the prices shown on this Order shall be complete and no additional charges of any type shall be added without the Company’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating.

9.       Implied Warranties – The 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 in fact or provided for by any federal, state, or local statute, regulation, rule or ordinance. All warranties, express or implied, shall survive inspections, acceptance and payment by the Company’s customers.

10.    Indemnity for Breach of Representation, Warranty or Guarantee – Vendor agrees to indemnify, defend and hold the Company, its parent corporation and affiliates, and their directors and officers (the “Company Indemnitees”) harmless from and against any Losses (as defined below), which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees by reason of, resulting from or in connection with Vendor's breach of any representation, warranty or guarantee, express or implied, relating to the merchandise.

11.    Risk of Loss – Inspection of and Title to Merchandise – Risk of loss or damage, title and responsibility for the paperwork with regard to the merchandise ordered herein shall pass to the Company when the merchandise arrives at the FOB destination specified in the Order. The Company shall be under no duty to inspect goods before resale, although the Company shall have the right, at its option, to inspect the merchandise ordered before accepting delivery, including the right to inspect at any time. Resale, repackaging, repacking or displaying the goods shall not be considered an acceptance of the goods so as to bar the Company’s right to reject them. Complaints, notices of defects of merchandise or notices of other breach shall be considered timely if made within a reasonable time after identification of such defect or breach is given to the Company by the Company’s customers. The return of such defective or non-conforming merchandise shall not relieve Vendor from liability for failing to ship satisfactory merchandise under the contract; however, cure of non-conforming tender, including the making of replacement, may be made, but only with the express written consent of the Company. Failure of the Company to state the particular defect(s) upon which the Company’s rejection of the merchandise is based, shall not prevent the Company subsequently from relying on unstated defect(s) to justify its earlier rejection of the merchandise or to establish a breach of the Order by Vendor.

12.    Indemnity Against Patent, Copyright and Trademark Actions – The Company reserves the right to return at Vendor’s expense any merchandise and cancel this Order where a claim is made that the sale by the Company of the merchandise subject to this Order infringes any alleged patents, designs, trade names, trademarks, copyrights, or any other personal, contractual or proprietary right of any third party, and Vendor agrees to indemnify, defend and hold Company, its parent corporation and other affiliates, harmless from and against any Losses (as defined below), which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees by reason of, resulting from or in connection with any claim that (i) the merchandise subject to this Order or any portion thereof or (ii) the advertising material or content supplied by Vendor violates or infringes upon any intellectual property right (including copyrights or trade secrets) of any other Person.

13.    Definition of Losses – “Losses” (or individually a "Loss") shall mean and include any loss, liability, obligation, claim, demand, lawsuit, action, damage or expense whatsoever (including attorneys’ fees) and interest and penalties.

14.    Indemnity for Products Liability – Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses (as defined above), which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees by virtue of claims or demands of any kind which any purchaser of such merchandise from the Company or other person may make against the Company Indemnitees, whether or not such merchandise was manufactured by Vendor or whether or not the asserted defect was known or discovered by Vendor or the Company. Vendor shall procure and maintain adequate product liability insurance and shall, upon request, furnish to the Company certificates thereof in connection with this Order.

15.    Compliance with Legislation and Indemnity – Vendor by accepting this Order, represents, warrants and guarantees that all applicable provisions of federal, state and local laws, ordinances, rules, codes and regulations which are applicable to the manufacture and/or sale of the merchandise have been complied with and that the price and other terms and conditions of the sale and the terms upon which all promotional and advertising matter are furnished by Vendor to the Company, comply therewith. Without limiting the generality of the foregoing, but as examples, Vendor represents, warrants and guarantees that (i) the weights, measures, sizes, fiber content, 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 the law; (ii) the merchandise delivered pursuant to this Order conforms and complies with and, where applicable, is registered pursuant to federal law, including, but not limited to, the applicable provision of the Textile Fiber Products Indemnification Act, the Fur Products Labeling Act, the Flammable Fabrics Act of 1954, Wool Products Labeling Act of 1939, Poison Prevention Packaging Act, Tariff Act of 1930, Federal Food, Drug and Cosmetic Act, Consumer Products Safety Act of 1972, Endangered Species Act, Federal Hazardous Substances Act of 1960, the Dog and Cat Protection Act of 2000, all as amended, and any generally similar requirement of state or local law in the geographic area to which the goods are delivered (the foregoing are hereinafter referred to in this section collectively as the "Acts"); (iii) the merchandise sold and the terms and conditions of sale conform with applicable Federal Trade Commission trade practice rules and regulations, if any; (iv) the merchandise sold complies with applicable labeling and invoicing laws, if any; and (v) all advertising matter furnished by Vendor to the Company complies with law. Vendor further agrees to provide to the customer at or before the time of invoicing, such documentation and certification(s) relating to the merchandise, its design and/or its manufacture as may be necessary or reasonably appropriate to establish and/or assure its qualifications for lawful sale and/or resale under the Acts and within the nation, state and locality of shipment. Alternately, the Vendor shall indicate on such invoice that it has an existing continuing guaranty or guarantees covering the merchandise sold, as such term or terms are defined in the Acts or the regulations promulgated thereunder, on file with the Federal Trade Commission. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses (as defined above), which may be asserted against, imposed upon, payable by, or incurred by them arising from violations or alleged violations of this section by Vendor or any of its affiliates. In addition, until such documentation and certification required under this section is received by the Company, no invoice submitted by Vendor shall become due and payable nor shall the period during which any benefit, payment or discount may be earned begin to run.

16.    Required Certification – Vendor guarantees and warrants that the merchandise ordered herein shall, where applicable, comply with the safety-related standards of Underwriters Laboratories, Inc. and the safety standards and/or requirements of all local and state governments to which such merchandise is shipped and that such compliance will be evidenced by an appropriate label on such merchandise. 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.

17.    Hazardous Merchandise – Where the Company has good cause at any time to believe that any items of merchandise ordered pursuant to the Order contain defects or hazards which could create a substantial risk of injury to any person or property, upon the Company’s request, Vendor shall, at Vendor’s expense, use its best efforts to locate, identify and recall such items, whether in the possession of the Company, or the Company’s customers. Vendor, upon recalling such items, shall repair or replace them or refund to retail purchasers their full retail price less a reasonable allowance for use.

18.    Right to Offset – Any offsetting claims of the Company against Vendor shall be deducted by the Company from the amount of the Order at the time of payment.

19.    Payment of Taxes and Fees – Vendor shall pay and assume all taxes (including and without limitation, any tax which may be imposed under any applicable statue involving social insurance such as unemployment insurance, disability insurance or Social Security tax and any other old age benefits, for which the Vendor is liable), fees, imports or stamps required by law by virtue of the sale of merchandise to the Company.

20.    Default – The Company may by written notice of default to Vendor cancel the whole or any part of this Order or exercise any other remedy provided by buyers of goods by law or in equity (including any remedy under the Uniform Commercial Code) in any of the following circumstances: (i) Vendor fails to make delivery of the goods within the time specified; (ii) Vendor is in breach of any of the terms or conditions of this Order; or (iii) Vendor becomes insolvent or makes an assignment for the benefit of creditors, or if there shall be instituted by or against Vendor any processing under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of Seller’s property.

21.    Amendment – Effect of Waiver – No amendment, modification or waiver or any of the terms and conditions of this Order shall be effective unless in writing and signed by a Buyer and Divisional Manager of the Company, or unless communicated by facsimile transmission or through a computer based telecommunications system utilizing the appropriate security code. Each transaction between the Company and Vendor is separate and distinct. No waiver of any breach of any term or condition of this Order shall be construed to be a waiver of any subsequent breach of that term or condition or other term or condition of the same or different nature of this or any other order or contract of the Company.

22.    Protection of Company’s Trade Name on Merchandise; Indemnity – Vendor will not sell or distribute merchandise bearing Company’s trade name or its other intellectual property to any third party. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses, as defined above, which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees as a result of Vendor’s breach of the foregoing.

23.    Nondisclosure; Indemnity – Vendor will not disclose to or utilize for the benefit of anyone other than the Company any developments, techniques, plans, designs, trademarks, trade names, specifications, drawings, business methods, store names or addresses, customer identifying or contact information, trade secrets, sources or other information of or pertaining to the business or affairs of the Company which Vendor acquired as a result of dealing with the Company whether pursuant to this Order or otherwise, and which is not generally known to the public. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses, as defined above, which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees as a result of Vendor’s breach of the foregoing.

24.    Data Security; Indemnity  – Vendor will employ, and will ensure that its agents and subcontractors employ, sufficient measures to prevent the accidental disclosure of any Cardholder Data as described in the Payment Card Industry Data Security Standard (PCI DSS). These measures must provide a level of protection equal or exceeding that required by the PCI DSS. Vendor agrees to indemnify, defend and hold the Company Indemnitees harmless from and against any Losses, as defined above, which may be asserted against, imposed upon, payable by, or incurred by the Company Indemnitees as a result of the breach of the foregoing..

25.    Notice of Labor Disputes – Whenever an actual or potential labor dispute is delaying or threatens to delay delivery of material, or performance of services under this Order, Vendor shall immediately notify the Company in writing. Such notice shall include all relevant information concerning the dispute and its background.

26.    Assignment of Purchase Orders – Neither this Order, nor any right or obligation hereunder, may be assigned or delayed by the Vendor without the express written consent of the Buyer and Divisional Merchandise Manager of the Company. Any attempted assignment or delegation shall be void and totally ineffective for all purposes unless in conformity within this paragraph. The Company shall not be under any obligation to recognize any assignment of monies payable hereunder, any rights in the merchandise herein, or other rights arising hereunder, or to pay any monies or to deliver or return any merchandise ordered hereunder to any assignee without such consent. If consent is given by the Company to an assignment of rights or delegation of duties under this Order, such consent shall extend only to such assignment or delegation and shall not be construed to extend to any other assignment or delegation under this Order or any other order of the Company. The Company may assign or delegate, in whole or part, this Order and/or any right or obligation hereunder.

27.    Limitation on the Company’s Liability; Statute of Limitations – IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. The Company’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order or from the performance or breach thereof shall in no case exceed the price allocable to the merchandise or unit thereof which gives rise to the claim. The Company shall not be liable for penalties of any description. ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF THE COMPANY AS TO THE MERCHANDISE DELIVERED HEREUNDER MUST BE COMMENCED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

28.    Force Majeure – Discontinuance of or substantial interference with the Company’s business, in whole or in part, by reason of fire, flood, earthquake, labor dispute, war, Act of God, embargo, civic disturbance, governmental regulations, or causes beyond the Company’s control, will give the Company the option of canceling all or any part of the undelivered orders or unfulfilled parts thereof.

29.    Severability – This agreement is severable and the lack of enforceability or the voidance of any parts of this agreement shall not affect the other parts of this agreement.

30.    Governing Law; Consent to Jurisdiction – This Order and the agreement arising herefrom shall be governed by and construed in accordance with the laws of the State of Texas excepting the application of Texas choice of law provisions. The Vendor generally, unconditionally and irrevocably accepts for itself and in connection with its properties the exclusive jurisdictions of the State of Texas in respect to any controversies, differences, questions, claims, suits, and actions arising out of or relating to the aforesaid Order and the agreement arising therefrom, and agrees to be bound by any judgment rendered thereby in connection with the aforesaid Order and the agreement arising therefrom.

31.    Labels – The Company reserves the right to chargeback to Vendor’s account for every unit of merchandise to which Vendor does not sew in or otherwise affix a Neiman Marcus label.

32.    Invoices – All invoices must be written in the English language. Vendor’s invoice must show purchase order number, style number, store number, department number, the country of origin and all data required by the laws of the United States. All invoices must give an exact and complete description of the merchandise.

33.    Invoices for New Stores – The Company shall be entitled to extend payment terms for any invoices written to cover the initial merchandise assortment purchased by the Company in connection with the opening of its new stores. The Company shall pay such invoices within (90) days after the date of the opening of the applicable store. These extended terms shall apply to all new store openings of the Company, whether such stores are opened in new or existing markets within or outside the United States.

34.    Sales Tax, Intent to Resell – The Company hereby certifies that it holds a valid certification of authority to collect Texas state and local sales and use tax and that, unless otherwise specifically designated, the tangible personal property or service described on this Order or which Company may subsequently purchase from Vendor is intended for resale in its present form or a component part of tangible personal property or for use by the Company in performing taxable service in a manner where property purchased will become a component part of the property serviced or will be transferred to the purchaser of the service. This certificate shall remain in force until revoked by notice in writing to Vendor.

SPECIAL CONDITIONS FOR IMPORTS

1.       Terms and Conditions – In addition to the terms and conditions set forth above, any merchandise on the front of this Order which is to be imported into the United States is subject to the following additional terms and conditions. The terms and conditions set forth herein are designed to assist Vendor and any supplier or shipper in preparing the technical documentation required by U.S. law and regulations. Vendor agrees that it will be liable for reasonable expenses incurred by the Company in correcting discrepancies created by Vendor through its failure to follow the terms and conditions set forth herein. Such discrepancies are understood to include, but not limited to, missing document charges for incomplete invoices and packing lists, marking costs required to bring merchandise into conformity with the U.S. laws and regulations and handling charges involved in any specialized handling of such merchandise in order to comply with any of the stated terms and conditions.

2.       Invoicing – All shipments must be accompanied by an invoice prepared in accordance with the general and specific requirements of the U.S. Customs Service as set forth in U.S. Customs Regulations 141.86 and 141.89 and Customs Directive 3590-01 of May 1, 1989. Each invoice shall contain: a detailed description of the merchandise in English, including the name by which each item is known; the grade or quality; and the marks, numbers, and symbols under which the product is sold together with the marks and numbers of the packages in which the merchandise is packed; and, the quantities stated in metric weights and measures. Invoice descriptions should set forth breakdowns (by weight and value) when two or more materials are involved or when pertinent to the tariff classification, especially in the case of textile products, ceramics, plant/foliage/floral articles (natural or artificial) and glassware. Descriptions of textile products should show the style number, the gender of the wearer, the common and commercial designation of each article and the sizing of the garment. All components including the linings, trims and interlinings must be identified as to composition, construction, individual and aggregate weights, and location on the garment. For garments with an outer-shell of more than one construction or material (textile or non-textile) the relative weights of each material in the component must be stated. For two or more garments which are imported together and sold as a unit, the invoice must indicate whether all components are of the same fabric construction, style, color, and composition and of corresponding or compatible sizes. The invoice must also indicate if any material appears on one component and not on the other component. For each garment, the invoice must identify the areas of the body which are covered, the presence or absence of sleeves, the presence or absence of any opening, the type and location of opening (full or partial), and the means of the closure (e.g. zipper, buttons, snaps). Invoices for knit garments should indicate the type of knit construction, (e.g. jersey, rib, jacquard) and whether it is a specialized fabric, (e.g. napped, pile, terry). For knit garments which cover the upper torso, the invoice must indicate the stitch count per centimeter in both horizontal and vertical directions and, the stitch count per two centimeters in the horizontal direction and the presence or absence of pockets below the waist, a ribbed waistband or other means of tightening at the bottom of the garment and whether the garment has a neckline opening. Invoices for all textile products should show "net weights" in grams for each separate item as well as the square meters, length and width, average yarn number, grams per square meter and the method of construction as applicable to the specific product involved. In the event that the unit invoice price does not include the cost of materials, molds, tooling, engineering and design "assists" or similar assists provided to the manufacturer by the Company free of charge, or at a reduced cost, the Invoice should so indicate. Combination articles must show value breakdown for each individual piece. All FOB and CIF charges must be separately stated or itemized on the invoice including charges as packaging, postage, discounts, commissions, credits and any adjustment affecting the unit price of the merchandise. The Company’s agreement must be obtained in advance of shipment for any goods covered by such an arrangement.

3.       Purchase Order Number and Date of Acceptance – For U.S. Customs purposes invoices must show the purchase order number and the date such order was accepted and the name of the manufacturer.

4.       Routing Instructions – Except where otherwise provided in a bank letter of credit or other existing or future written instruction from the Company, goods must be consigned to the Company, 2301 Neiman Marcus Parkway, Longview, Texas 75602, care of the Customs Broker as designated by the Company. Advance copies of shipping documents should be sent express mail to any designated address specified by Company.

5.       Shipping Instruction, Insurance, Value Declaration for Carriage – Except for CIF terms, marine insurance has been provided by the Company. Unless otherwise required by local laws or regulations, declaration of value for carriage shall be made only for jewelry, watches, furs and similar "high value/high risk" articles or as specifically advised in writing by the Company.

6.       International Agreement on Textiles – Vendor agrees that any textile product shipped pursuant to the Order is in strict conformity with the quotas, import restraints, visa requirements and/or other restrictions or requirements set forth in existing textile agreements. Each shipment of textiles or textile products shall be accompanied by a country of origin declaration required by U.S. Customs Regulation 12.130(f), a quota declaration, and any export license, visa, visaed invoice, etc. necessary to effect the importation of restrained textile products from the country of manufacture into the United States.

7.       Animal and Mammal Products – Numerous animal and mammal products and by-products are subject to U.S. import regulations. Vendors must accurately report the generic and scientific name of the species of animal or mammal from which the products were made, its country of origin, the county of manufacture (in case of combination articles) and a breakdown in value of individual components. Vendor agrees that any merchandise which is subject to international wildlife restrictions shall be accompanied by a duly executed CITES Certification. Vendor agrees to reimburse the Company for expenses incurred in returning or otherwise disposing of merchandise refused admission by U.S. laws.

8.       Marking - Vendor agrees that any merchandise shipped under the Order will be marked in accordance with U.S. laws and regulations. Vendor should exercise care to insure that marking is conspicuous (easy for ultimate consumer to observe) and sufficiently permanent in nature to reach the ultimate consumer but no less permanent than is specifically required in the case of special categories of merchandise by governing laws and regulations. FAILURE TO ADHERE TO MARKING REQUIREMENTS WILL RESULT IN A CHARGEBACK TO THE VENDOR FOR EXPENSES INCURRED IN CONNECTION WITH PLACING THE MERCHANDISE IN COMPLIANCE WITH THE RELEVANT MARKINGS RULES AND REGULATIONS. These expenses include, but are not limited to, those incurred in storing, unpacking, labeling, and repacking.

9.       Transshipment - The Company expressly prohibits the illegal transshipment of goods by a supplier with the intent of circumventing quota and visa requirements of the United States. Vendor agrees to supply any and all warrants and declarations necessary to support the country of origin of imported goods.

10.    Change in Production Location - Any change in the production location after the placement of the purchase order must be approved in writing by the Company. Failure to notify the Company of a change in production location which results in a change in the country of origin of the product may result in the cancellation of the purchase order.