4/24/2015 8:58:50 AM DRAFT

Enterprise Requirements
for Inventory Suppliers

 Table of Contents
April 2015

Table of Contents
1. New Supplier Setup & Supplier Profile Management .................... 3
2. Product Setup / Merchandising Requirements .............................. 3
3. Purchase Order Terms & Conditions ............................................... 4
4. Bluestem Brands, Inc. Supplier Code of Conduct ....................... 10
5. Product Quality Requirements ...................................................... 13
6. Factory Quality Requirements ....................................................... 13
7. Category and Product Specific Requirements ............................ 14
8. Packaging & Package Marking Requirements ........................... 14
9. Transportation and Routing Requirements ................................... 14
10. Electronic Data Interchange (EDI) Requirements........................ 14
11. Returns and Returns Allowance .................................................... 15
12. Accounts Payable.......................................................................... 16

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 Enterprise Requirements for
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1. New Supplier Setup & Supplier Profile Management

The New Supplier Setup Form is used to gather information on new inventory suppliers (both
warehouse and dropship). The New Supplier Setup Form must be completed in full and all
accompanying documents must be submitted prior to full access being provided to the Partner
Portal or issuance of any Purchase Order(s).

The most up to date versions of all the required forms and checklists can be found at the
Bluestem Brands Partner Portal at https://partner.bluestembrands.com under the Potential
Supplier tab.

Once the New Supplier Setup Form is completed, it can be emailed to the Bluestem Brands
buyer along with a copy of all of the following documents:
1. Certificate of Insurance naming Bluestem Brands, Inc. as an additional insured
2. Completed W-9 (domestic) or W-8 (international)
3. Letter from vendors bank authenticating ACH or Wire Transfer information

2. Product Setup / Merchandising Requirements

2.1. All Suppliers are required to submit product information to Bluestem Brands via the Partner
Portal (https://partner.bluestembrands.com) for all new products. All information must be
filled out accurately.

2.2. It is mandatory that all Suppliers watch the training video(s) and use the training guide(s)
prior to submitting product information to Bluestem Brands. The training materials are
located on the Partner Portal. It is the Suppliers responsibility to read all updated materials
regarding changes and enhancements to the Partner Portal. Notifications are posted to the
announcements section of the Partner Portal periodically.

2.3. All necessary product information must be included to complete the item setup. Failure to
provide all necessary information may result in the item being sent back for rework and
delaying potential purchase orders.

2.4. All images and video must be clear, detailed and must accurately represent the product.
Image and video requirements are available on the Partner Portal in the Product Guidelines
section. Any conditions of use should be clearly communicated to your Bluestem Brands
buyer prior to sending images and/or video. Product images and videos will be used in
association with the sale of the product in all Bluestem Brands sales, marketing and
advertising channels.

2.5. If the new product has a manufacturers warranty, a copy of the warranty must be
submitted at the same time the product information is submitted.

2.6. If the new product is subject a MAP Policy, Internet Usage Policy, Trademark Usage Policy or
any similar type policy, a copy of that policy or policies must be submitted at the same time
the product information is submitted.

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2.7. If the product contains lithium Ion batteries, lithium metal batteries and/or liquids, gels or
chemicals that may be considered hazardous when shipped, a Material Safety Data Sheet
(MSDS) must be submitted at the same time the product information is submitted.

3. Purchase Order Terms & Conditions

These Purchase Order Terms and Conditions (Terms and Conditions or Agreement) together
with the terms contained in any Purchase Orders, the terms contained in any requirements
documents on Bluestem Brands Partner Portal (or any successor system thereto) shall govern all
quotations, orders and sales entered into between Bluestem Brands, Inc. (Bluestem Brands)
and the Supplier identified on any Bluestem purchase orders (Supplier) for the sale of goods.

1. PURCHASE ORDER: Bluestem Brands is obligated to purchase goods only when Bluestem
Brands issues a Purchase Order to Supplier. A Purchase Order means any order by Bluestem
Brands for the purchase of a certain quantity of goods at a certain price whether issued through
electronic data exchange (EDI) or otherwise.

2. ACCEPTANCE: A Purchase Order is considered accepted by Supplier if (i) Bluestem

Brands does not receive a written rejection of the Purchase Order within five days after Supplier
receives the Purchase Order, or (ii) Supplier begins work on or ships any part of the Goods within
the five day period after Supplier receives the Purchase Order. Acceptance is limited to these
Terms and Conditions. Any proposal for additional or different terms, or any attempt by Supplier
to vary these Terms and Conditions, is rejected by Bluestem Brands.

3. SUBSTITUTIONS AND QUANTITY: No substitutions of goods, materials or accessories may be

made without written permission from Bluestem Brands. Unless otherwise agreed, Supplier shall
not deviate from the quantities specified in the Purchase Order.

4. SHIPPING: Supplier shall make shipment of the goods specified on each Purchase Order
as instructed by Bluestem Brands. No additional charge for deviation will be paid unless
Bluestem Brands approval has been obtained. In the absence of specific routing instructions,
shipments are to be made "Best Way".

5. TIME OF ESSENCE: Shipments must be made to meet specified dates. In the event any
order is not performed or delivery is not made by the time(s) specified, Bluestem Brands may
terminate the order.

6. RISK OF LOSS: Supplier assumes all risk of loss or damage to all goods ordered (and other
materials to be furnished by Supplier) until delivery to and/or acceptance by Bluestem Brands
depending on when the transfer of title in the goods legally passes to Bluestem Brands. All risks
of fire, theft or damage of any kind to goods belonging to Bluestem Brands maintained by
Supplier shall be assumed by Supplier, and so as long Supplier maintains such goods in its
possession, Supplier shall keep such property fully insured against all such risks, at Supplier's
expense, for the benefit of Bluestem Brands.

7. ACCEPTANCE/REJECTION: All goods shall be received by Bluestem Brands or Bluestem

Brands customer subject to Bluestem Brands right of acceptance and rejection. Payment for
goods prior to receipt by Bluestem Brands or Bluestem Brands customer shall not constitute
acceptance of the goods and is without prejudice to any and all claims that Bluestem Brands
may have against Supplier. Acceptance of all or any part of the goods shall not be deemed to

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be a waiver of Bluestem Brands right either to cancel or to return all or any portion of the goods
because of failure to conform to order, or because of defects, latent or patent, or other breach
of warranty or default hereunder, or to make any claim for actual damages occasioned by
Bluestem Brands. Failure by Bluestem Brands to reject non-conforming performance or goods
shall not require Bluestem Brands to accept subsequent performance or goods subject to the
same or any different nonconformity.

8. PACKING: All goods, wrappers and containers must bear markings and labels in
accordance with Bluestem Brands instructions and as required by applicable federal, state and
local laws and regulations.

9. PRICING: Supplier warrants that prices include all charges, including but not limited to,
packing, crating and transportation as specified by the terms appearing on the face of the
Purchase Order. If price is omitted on any order, except where the order is given in acceptance
of quoted prices, it is agreed that Supplier's price will be the lowest prevailing market price, and
in no event is the order to be filled without Bluestem Brands written consent at higher prices
than last previously quoted or charged to Bluestem Brands. Bluestem Brands is to be informed
immediately of change of prices.

10. TAXES: Any applicable sales, use or federal excise taxes shall be shown on the invoice.
Any Supplier supplying both services and materials shall pay all sales or use taxes on materials so
furnished and shall indemnify and save harmless Bluestem Brands from any damage, including
counsel fees, costs, expenses or penalties on account of such taxes.

11. PAYMENT: Supplier's account with Bluestem Brands will be paid monthly except where
cash discounts apply or other terms are specified. It is understood that the cash discount period
to Bluestem Brands will date from the date of receipt of goods or the invoice, whichever is later,
and not from the date of the invoice. If an advertising allowance is made available to Bluestem
Brands, Supplier represents that it is in an amount substantially equal to that made available to
others similarly situated.

12. INTEREST: No interest will be due on late payments unless there has been prior
agreement of the parties providing for such payment.

13. SET OFF: Bluestem Brands shall be entitled at all times to set off any amounts owing from
Supplier to Bluestem Brands or any of its affiliated companies against any amount due or owing
to Supplier with respect to any order.

14. INSPECTION/RIGHT TO AUDIT:

a. The goods and all parts, material and workmanship entering into the performance of any
order (including any changes or additions hereto) may be inspected and tested by Bluestem
Brands at all times and places, and shall be subject to final inspection by Bluestem Brands after
receipt by Bluestem Brands at Bluestem Brands destination. If any such inspection or test
indicates that all or any of said goods, parts, material or workmanship do not conform in any
respect with such order, and Supplier fails to immediately cure such nonconformity, such non-
conformity shall be deemed an anticipatory breach by Supplier, and in that event Bluestem
Brands tem shall have all the remedies hereafter provided.

b. Bluestem Brands reserves the right to audit and inspect and/or authorize a third party to
audit and inspect, without any restrictions, any or all Supplier facilities (including any of its
manufacturers or subcontractors). Upon receipt of any unsatisfactory audit or inspection results,

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Bluestem Brands reserves the right to terminate its relationship with Supplier or any Supplier
facility, cancel any purchase order, return or revoke acceptance of affected goods and/or
require that corrective action be taken. Supplier shall be liable for all related damages incurred
by Bluestem Brands, including lost profits.

15. CONFIDENTIALITY:
a. Supplier agrees to treat as strictly secret and confidential all Bluestem Brands proprietary
information including all financial information, pricing information, marketing plans, or any other
business plans, specifications, drawings, samples, models and other information supplied by
Bluestem Brands. Unless written consent of Bluestem is first obtained, Supplier shall not in any
manner, advertise, publish or release for publication, any statement mentioning Bluestem Brands
or the fact that Supplier furnished or contracted to furnish Bluestem Brands goods required by
this Agreement. Supplier shall not disclose any information relating to this Agreement to any
person not entitled to receive it. Bluestems instructions or other materials provided to Supplier
shall be used exclusively in the productions of the goods and shall not be used for production,
manufacture or design of any item for any other person, firm or corporation, without Bluestem
Brands written consent.

b. Supplier agrees to treat as strictly secret and confidential all information relating to
Bluestem Brands customer(s) (including, but not limited to the customers name, address and
items purchased) shall remain the exclusive property of Bluestem Brands. Duplication,
reproduction, and /or use of this information for any purpose except in connection with the
delivery of the customer order is prohibited.

16. ANTI-CORRUPTIOM: Supplier is subject to the United States Foreign Corrupt Practices Act
(FCPA) as well as other applicable anti-bribery laws. Supplier will not violate the FCPA or any
other anti-bribery law for the benefit of or on behalf of Bluestem Brands or Supplier. Supplier will
not, directly or indirectly, pay, offer to pay, or authorize the payment of any money or transfer of
anything else of value to; (i) an officer, employee, agent or representative of any government,
or any person acting in an official capacity on behalf thereof, or any political party, any official
of a political party or public international organization, or any candidate for political office
(each, a Government or Political Official or Entity); or (ii) any other person or entity while
knowing or having reason to believe that some or all of the payment or thing of value will be
offered, given or promised, directly or indirectly, to any Government or Political Official or Entity;
for the purpose of improperly influencing any act or decision of such Government or Political
Official or Entity in his, her or its official capacity. Relevant acts or decisions include a decision to
do or not do any act in violation of the lawful duty of such person or entity, or inducing such
person or entity to use his, her or its influence with the government or instrumentality thereof to
affect or influence any act or decision, in order to obtain, retain or direct any business or to
secure any other improper business advantage. Additionally, Supplier will not directly or
indirectly make, provide, offer or authorize any payment or anything else of value to any
Government or Political Official or Entity for the purpose of expediting or securing the
performance of a routine governmental action by such Government or Political Official or Entity.

17. WARRANTIES:

a. In addition to any other express representations, warranties or guarantees made by

Supplier, Supplier represents and warrants to Bluestem Brands that the goods/services (i) shall be
free from any and all defects in design, materials and workmanship; (ii) shall be merchantable at
the time of delivery to Bluestem Brands; (iii) shall be merchantable, fit and safe for sale and any

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use by Bluestem Brands or its customers for which such goods/services are ordinarily intended
and any particular use of which Supplier or its agents have knowledge, or should have
knowledge; (iv) shall conform to any specifications, drawings, samples or other descriptions
previously established by Supplier; (v) shall be free and clear of all liens and encumbrances or
any kind, and (vi) that Supplier has good and merchantable title. Supplier acknowledges that
any defect in the goods/services or delay in or failure of delivery or performance may occasion
special damage to the Bluestem Brands. Supplier shall use its best efforts to timely correct errors
in any goods/services that cause the same not to comply with the foregoing.

b. Supplier represents and warrants that all goods/services being sold on each Purchase
Order shall be in compliance with all federal warranty laws and that to the extent that the
goods/services being sold contain any warranties such warranties shall comply with such laws.
Supplier further agrees to defend, indemnify and hold harmless Bluestem Brands from and
against any and all costs, fees, expenses, fines, penalties, or charges of any kind whatsoever
which Bluestem Brands might incur as a result of Suppliers goods/services not being in
compliance with federal warranty laws and/or Suppliers goods/services warranties not being in
compliance with federal warranty laws.

c. Supplier represents and warrants that any goods/services shipped hereunder were
designed, manufactured, packaged, labeled, tagged, stored, shipped and invoiced in
compliance with all applicable laws, regulations, orders and ordinances, including but not
limited to those pertaining to labeling, pricing, advertising, hazardous materials, health and
safety and that the goods/services, and the sale thereof by Bluestem Brands, do not and will not
violate any applicable laws, regulations, orders or ordinances.

d. Supplier represents and warrants that: (i) no goods/services will be labeled with Made
in USA, Made in America or an similar language unless such goods/services and every
component and part of such goods are 100% made in the United States of America, as
contemplated by applicable laws; (ii) Suppliers descriptions, images and /or videos of the
goods shall be true and accurate, and not misleading; (iii) Supplier has all necessary rights to
offer the goods for sale and to deliver them to Bluestem; and (iv) the goods, descriptions,
images and /or videos of the goods and the use and maintenance of such goods, do not and
will not, and Supplier will not, in connection with its performance under this agreement, infringe,
misappropriate, or violate any patent, trademark, trade name, service mark, trade secret, mask
work, copyright, design, publicity, privacy or other proprietary right of any third person or entity.
If the use, distribution or sale by Bluestem Brands of any goods is enjoined, or in Bluestem Brands
opinion is likely to be enjoined, at Bluestem Brands request and option, and without prejudice to
Bluestem Brands rights and remedies, Supplier shall, at its expense: (i) procure from the person
or persons claiming or likely to claim infringement, a license for Bluestem Brands and its
customers to continue to use such goods; or (ii) modify the allegedly infringing goods to avoid
the infringement without materially impairing performance or compliance with the applicable
specifications.

e. Acceptance of each Purchase Order constitutes a reaffirmation of the above

representations and warranties.

18. PRODUCT SAFETY AND RECALLS: Supplier is required to report all substantial product
hazards as defined by the CPSA to Bluestem Brands. In addition, Supplier shall immediately
notify Bluestem Brands of any potentially reportable product hazards made to Supplier by any
third party (e.g. customers or safety listing agencies). In the event (i) Bluestem Brands has

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reasonable cause at any time to believe that any goods contain defects or hazards that would
create a substantial risk of injury to any person or property or that the purchase or sale of goods
by Bluestem Brands violates or will violate any legal requirement relating to the manufacture,
sale, labeling, safety or transportation of goods, or (ii) Supplier or a government entity initiates a
removal of goods from the market (hereinafter a recall), without limiting any Bluestem Brands
other remedies, Supplier shall be responsible for all costs associated with any recall.

19. REJECTED GOODS: Bluestem Brands will return to Supplier rejected goods or goods that
Bluestem Brands has revoked acceptance of. Bluestem Brands may elect not to return goods:
(i) upon agreement of Supplier and Bluestem Brands;(ii) in the event the return of goods is
precluded by act of any government agency, regulatory authority or third party, (iii) in the event
Bluestem Brands has reasonable cause to believe that the goods contain defects or hazards
that could create a substantial risk of injury to any person or property, or (v) in the case of
private label goods, Bluestem Brands has reasonable cause to believe that Supplier intends to
dispose of the goods in a manner likely to harm Bluestem Brands reputation or goodwill. Goods
not returned by Bluestem Brands may be disposed of by Bluestem Brands in its sole discretion.
With respect to any goods disposed of or returned by Bluestem Brands, Supplier will be liable for
all costs and expenses related to the disposition or return, including any standard processing
fees charged by Bluestem Brands, any freight, storage, and disposal or destruction costs.

20. INDEMNIFICATION: Supplier shall indemnify and hold harmless, and at Bluestem Brands
request defend, Bluestem Brands and its affiliates, successors and assigns (and its and their
respective officers, directors, employees, customers and agents) from and against any and all
actions, litigation, claims, suits, losses, liabilities, damages, settlements, expenses and costs
(including, without limitation, attorneys fees and court costs) that may arise out of, relate to or
be connected in any way with any of the following: (i) any breach (or claim or threat thereof
that, if true, would be a breach) of this agreement by Supplier, including, without limitation, any
breach or alleged breach of any representation or warranty of Supplier; (ii) any goods sold
hereunder; (iii) any failure by Supplier to comply with any applicable law or regulation, including
any breach of a warranty by Supplier under any applicable law; (iv) any negligence, gross
negligence, willful misconduct or dishonesty of Supplier, its agents, employees or contractors; (v)
Bluestem Brands advertisements based upon Suppliers specifications for the goods or any
images and/or videos of the goods provided by Supplier ; (vi) any inaccuracies in, or omissions
from, any product information provided in connection with the goods; (vii) any use, distribution,
sale or other disposition of the goods anywhere in the world that infringes any patent,
trademark, service mark, trade secret, mask work, copyright, design or other proprietary right of
any third person or entity; and (viii) Bluestem Brands offer for sale, or sale, or distribution of any
goods, including, without limitation, liability based on death or injury to any person (including
Bluestem Brands employees) or damage to property resulting or arising or alleged to result or
arise from or out of the sale or other distribution by Bluestem Brands or use of such goods.
Supplier may not settle any claim or liability for which indemnification is sought without the prior
written approval of Bluestem Brands, which approval shall not be unreasonable withheld or
delayed.

21. INSURANCE: Supplier shall maintain policies of: (i) comprehensive general public liability
insurance, with Broad Form Vendors Endorsement, to insure against any claims arising from
Suppliers performance hereunder, naming Bluestem Brands, Inc. as an additional insured and
additional loss payee, for personal injury and property damage coverage with limits of liability of
not less than $3,000,000.00 per person and aggregate; and (ii) statutory workers compensation
insurance on its agents, employees and contractors. Supplier shall provide Bluestem Brands with

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certificates evidencing that the insurance required hereunder has been obtained and is in full
force and effect and requiring that Bluestem Brands be given at least a thirty (30) day notice
prior to any cancellation.

22. ACTS OF GOD: Neither Bluestem Brands nor Supplier shall be liable for delays or defaults
in the performance of any purchase order due to causes beyond its respective control,
including, but not limited to strikes, labor disturbances, lockouts, riots, fire or other casualty, acts
of God, acts of war, terrorism or acts of the public enemy, or any other cause, whether like or
unlike the foregoing, if similarly beyond its control. During the period of such delay or delays by
Supplier, Bluestem Brands reserves the rights to (i) cancel all or part of any order which has not
been shipped by Supplier; and/or (ii) purchase goods elsewhere and, at Bluestem Brands
option, apply such purchase to reduce the quantities due under any affected order.

23. STRICT COMPLIANCE: Bluestem Brands may at any time insist upon strict compliance with
these terms and conditions, notwithstanding any previous custom, practice, or course of dealing
to the contrary.

24. SURVIVAL OF COVENANTS: All Agreements to defend indemnify and hold harmless, and
all covenants by Supplier herein, shall survive acceptance of the goods and payment therefore
by the Bluestem Brands.

25. ASSIGNMENT: No right or obligation of Supplier under this agreement, including, without
limitation, any account based upon any order, shall be assigned or subcontracted without the
prior written consent of Bluestem Brands, and any attempted assignment or subcontract without
such consent shall be void and vest no rights as against Bluestem Brands, either at law or in
equity, in the purported assignee or subcontractor. Any written consent of Bluestem Brands to
assignment or subcontract of any such right, including any such account, shall be limited to the
particular instance and not regarded as establishing a general consent to any further or other
assignment or subcontract to the same or other assignee or subcontractor.

26. GENERAL: This Agreement and any order hereunder shall be construed, interpreted, and
the rights of the parties determined in accordance with the laws of the State of Minnesota
applicable to contracts to be performed in the State of Minnesota. Bluestem Brands and
Supplier irrevocably consent to the personal jurisdiction of the District Court of Hennepin County,
Minnesota, or the United States District Court for the District of Minnesota. Bluestem and Supplier
agree that the U.N. Convention for the International Sale of Goods shall not apply. The terms
and conditions contained herein pertain to all Bluestem Brands Purchase Orders regardless of
method of transmission including but not limited to mail, fax, and Electronic Data Interchange
The invalidity in whole or in part of any condition of this Agreement shall not affect the validity of
any other parts hereof. This Agreement may only be amended by a writing signed by each of
the parties hereto, shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, and is not intended to confer upon any other
person any rights or remedies. The rights and remedies provided herein shall be in addition to
any other rights and remedies given by law.

27. SUBSTITUTIONS AND QUANTITY: Bluestem Brands count will be accepted as final and
conclusive on all shipments to Bluestem Brands warehouses. Excess shipments shipped without
Bluestem Brands permission may be returned at Supplier's expense, including transportation
both ways and all handling charges.

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28. CHANGES, TERMINATION: Bluestem Brands at any time may make changes in the
quantities ordered or in the specifications or drawings relating to the goods or may change or
amend any other term or condition of any Purchase Order. Bluestem Brands may terminate work
on any order for reason of default or for its own convenience in whole or in part by written or
electronic notice at any time in that event. Any change or termination by Bluestem Brands,
whether for default or otherwise, shall be without prejudice to any claims for damages or other
rights of Bluestem Brands against Supplier. In case of any discrepancies between the records of
Bluestem Brands and Supplier, Bluestem Brands' records shall control. Bluestem Brands shall have
the right to audit all elements of any termination claim and Supplier shall make available to
Bluestem Brands, on request, all books, records, and papers relating thereto.

29. TIME OF ESSENCE (Warehouse Orders): In the event any order requires delivery and/or
performance at different times and/or places, and any such delivery or performance is not
made by the time specified, Bluestem Brands may cancel any said delivery or performance
while retaining the remainder of the order in full force and effect or may cancel the entire order.
Bluestem Brands may reject early shipments without prejudice to its right to require timely
shipment or may accept said early shipments. Bluestem Brands reserves the right to withhold
payment on early shipments until the agreed delivery dates. Additional costs of warehousing,
demurrage, etc., caused by early shipments by Supplier may be deducted from the invoice
price.

30. PRICING (Warehouse Orders): Any additional costs incurred by Bluestem Brands because
of Supplier's failure to properly mark each shipping container will be deducted from Suppliers
invoice. No charges for blocking, boxing, carting, or cartage for regular domestic shipments will
be allowed, unless specifically approved in writing by Bluestem Brands in advance.

4. Bluestem Brands, Inc. Supplier Code of Conduct

Bluestem Brands, Inc. is guided by the highest ethical and legal standards with the intent of
obtaining and maintaining a reputation for excellence and ethical conduct in all aspects of our
business. We expect the same of our Suppliers. While it is not possible to develop a detailed set
of rules covering all circumstances, this Supplier Code of Conduct is intended to assist Suppliers
in understanding their responsibilities. It is the responsibility of every Supplier to read, understand
and comply with this Supplier Code of Conduct.

Bluestem Brands reserves the right to audit Suppliers and/or any manufacturers, contractors or
subcontractor used in the manufacturing or finishing of any products that are ordered by
Bluestem Brands or any of its affiliated companies in order to monitor compliance with this Code
of Conduct. Bluestem Brands reserves the right to cease doing business with a Supplier does not
comply with this Code of Conduct. Bluestem Brands reserves the right to cancel a purchase
order; return or revoke acceptance of affected goods; require that corrective action be taken
and cease doing business with a Supplier who does not comply with this Code of Conduct.
Suppliers shall be liable for all related damages incurred by Bluestem Brands, as a result of non-
compliance with this Code of Conduct including lost profits.

Antitrust
Bluestem Brands competes vigorously, fairly and in compliance with all antitrust and related
laws. The purpose of antitrust laws is to protect competition. All Suppliers must be familiar with
the requirements of U.S. antitrust laws so they may comply with the laws, as well as maximize the
competitive position of Bluestem Brands. Violation of antitrust laws is a felony and can result in

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imprisonment and fines for both the Supplier and Bluestem Brands. Damage awards in civil suits
which arise out of violations of antitrust laws are tripled and may include costs and attorneys
fees. The cost in time, reputation and lost business can be staggering.

As a retailer, our primary antitrust concern lies in communications with our competitors and
Suppliers. Bluestem Brands may not discuss prices, markups, markdowns or other terms or
conditions of sale, or supplier relationships with Bluestem Brands competitors. In addition, no
information regarding any future plans of Bluestem Brands may be discussed with competitors.
No Bluestem Brands employee may make any agreement, whether directly or indirectly, with a
competitor regarding price or other terms or conditions of sale or market allocation. Suppliers
may not act as intermediaries for the transmittal of any of the above information.

Labor and Human Rights

Bluestem Brands is concerned about human rights and expects its Suppliers to share this concern
by complying with the standards outlined here.

Safe and Healthy Workplace Suppliers must provide a safe and healthy workplace that
complies with local laws. If Suppliers provide living quarters for their employees, the living
conditions must be safe and healthy and comply with all local laws.

Forced Labor, Slavery or Human Trafficking Suppliers must not support, promote or
engage in forced labor, slavery, or human trafficking in connection with the
manufacture of products for Bluestem Brands.

No Harassment or Abuse Suppliers must not utilize physical, verbal, sexual or mental
punishment against their employees.

No Discrimination Workers should be employed and compensated based upon their

abilities, rather than their gender, race, personal characteristics or beliefs.

Reasonable Working Hours and Overtime Suppliers must not require a work week which
exceeds local laws or business customs.

Fair Wages Suppliers must provide wages and benefits in compliance with local laws.

Child Labor Suppliers must adhere to child labor laws as defined by local minimum
working age standards.

Conflicts of Interest
No Supplier shall bribe or make any payment of any kind, including gifts of more than nominal
value, to any Bluestem Brands employee. Receipt of a bribe or unauthorized gift is a conflict of
interest by the Bluestem Brands employee and a violation of the employees employment
relationship with Bluestem Brands. While it is not possible to develop a comprehensive set of rules
covering all circumstances, the following are examples of types of activities by a Supplier that
could be considered a conflict of interest:

Giving cash payments in exchange for a purchase commitment.

Giving gifts to Bluestem Brands employees, including samples for personal use.

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Bluestem Brands employees may accept certain social amenities, gifts of limited value, or
infrequent meals or entertainment when they are offered. The following are examples of types of
activities by a Supplier that are not considered a conflict of interest:

Gifts of promotional or advertising materials having nominal value and bearing

the supplier's identification.
Customary business amenities, such as meals and entertainment, if they are
associated with a business purpose, reasonable in cost, infrequent, and the
employee is accompanied by the supplier.

Anti-Corruption
Suppliers must comply with all applicable anti-corruption laws including but not limited to the
U.S. Foreign Corrupt Practices Act. No Bluestem Brands Supplier may offer, promise or give
anything of value to a foreign official for the purpose of exerting influence or to get or keep an
improper benefit or advantage.

Environmental Laws
Bluestem Brands strives to conduct its business in a manner that protects and preserves the
environment. Suppliers are expected to comply with all applicable laws concerning
environmental protection.

Imports/Exports/Customs
Suppliers must ensure that all products manufactured for or sold to Bluestem Brands comply with
all applicable laws, regulations, standards and orders of the United States or any other
applicable national, state or local government that pertain to global trade including, but not
limited to, the U.S. Customs Service laws and regulations governing the importation/exportation,
entry/exit and sale of imported/exported merchandise. Suppliers must make all reasonable
efforts to make sure that all commercial documents required for U.S. Customs entry/exit are true
and accurate.

Intellectual Property
Unauthorized use by Suppliers of copyrights, patents, trademarks, service marks, logos, designs or
other intellectual property in which Bluestem Brands has established rights will be vigorously
prosecuted. Unauthorized use of intellectual property in which other companies or individuals
have protectable rights is to be carefully avoided. Suppliers must comply with usage
requirements communicated by owners of such intellectual property.

Product Safety
Manufacturing and selling safe products not only helps Bluestem Brands meet its legal
obligations, but is imperative to meeting our commitment of quality and value to our customers.
To provide products that satisfy our requirements, Bluestem Brands pays careful attention to
product design, manufacture, advertising, assembly and delivery. We expect our Suppliers to
help us meet those commitments by following our Purchase Order Terms and Conditions, and
the category and product specific requirements found on Bluestem Brands Partner Portal.

Reporting Violations of Law or Vendor Conduct Guidelines

For the protection of both Bluestem Brands and individual suppliers, it is essential that each
supplier make prompt and full disclosure of any situation that may involve a violation of law or
these Supplier Conduct Guidelines, whether or not the supplier is personally involved.

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If you have knowledge of or suspect a violation of law or the Supplier Conduct Guidelines, you
may report the violation in either of the following ways:

Send an e-mail message to: vendor.compliance@bluestembrands.com

Write to: Bluestem Brands, Inc.

6509 Flying Cloud Drive
Eden Prairie, MN 55344
Attention: Legal Department

Suppliers will not be subject to retaliation for reporting, in good faith, a suspected violation of this
Conduct Guide.

5. Product Quality Requirements

5.1. All merchandise must be durable and first quality, both cosmetically and functionally.

5.2. Bluestem Brands will not accept second quality product or any product that deviates in any
way from the approved photo/approval sample(s), product standards and product
information supplied through the Partner Portal.

5.3. No changes to the product design or materials including components of the product,
packaging materials, factory(s) or sub-contractors producing the product can be made
without notification and approval from Quality Assurance and/or the Bluestem Brands
Buyer. A production sample must be submitted for any of the above changes. Product Test,
Inspections or Factory Audits may be required.

5.4. When defective, incorrect or noncompliant merchandise is discovered during receiving or

inadvertently passes through the Bluestem Brands receiving process, it may be necessary to
sort, rework or return the inventory. Depending on the severity of the difference or amount
of sorting/rework required, an infraction and expense offset may be issued to the Supplier.

5.5. Product Test, Inspections, or Factory Audits may be requested at the discretion of Bluestem
Brands at any time during the relationship and for any reason.

5.6. All products that require assembly should:

a. Include all parts and hardware required to complete assembly

b. Have hardware in separate easy to identify packaging that will not be lost or
damage the product during shipment
c. Include predrilled holes where applicable for assembly
d. Be complete and have legible instructions that include: parts list that identifies all
parts and hardware, easy-to-follow step-by-step instruction from beginning to end,
pictures and/or diagrams of the assembly steps

6. Factory Quality Requirements

6.1. Suppliers must have established processes to assure factories have sufficient quality systems
in place to consistently produce product meeting all Federal, State and local laws and

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regulations industry safety standards, and specific Bluestem Brands product requirements.
Suppliers must be able to produce evidence they have such processes in place upon
request.

6.2. Bluestem Brands requires all product shipments to go through a complete inspection
process at the factory prior to shipping. Inspections may be done by an independent
inspection agency or an approved internal inspection procedure.

7. Category and Product Specific Requirements

The Category and Product Specific Requirements contain the requirements that apply to
specific categories and product types. Supplier is responsible for identifying and complying
with the requirements which apply to the categories and products they supply to Bluestem
Brands. These requirements are available on the Partner Portal.

Private Brand Requirements

Apparel, Domestic, and Footwear Requirements
Cosmetics and Fragrance Requirements
Jewelry Requirements
Consumer Product Safety Improvement Act Requirements

Manufacturers, importers, and distributors of childrens products and federally regulated

consumer goods must comply with the CPSIA Requirements. These requirements are
available on the Partner Portal.

8. Packaging & Package Marking Requirements

Supplier must comply with the Packaging & Package Marking Requirements for warehouse
shipments posted on the Partner Portal. Complete dropship requirements are also posted
on the Partner Portal under the Dropship Requirement document.

9. Transportation and Routing Requirements

Supplier must comply with the Transportations and Routing Requirements for warehouse
shipments posted on the Partner Portal. Complete dropship requirements are also posted
on the Partner Portal under the Dropship Requirement document.

10. Electronic Data Interchange (EDI) Requirements

Supplier is required to use Electronic Data Interchange (EDI) to communicate with

Bluestem Brands. Upon approval of the New Supplier Setup form and the receipt of a New
Supplier ID, Supplier will be contacted directly by the Bluestem EDI team with instructions for
the appropriate EDI options with respect to Suppliers mode of fulfillment.

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Minimum EDI requirements by mode of fulfillment are noted below.

Warehouse Ship-To-Locations
Bluestem Brands has multiple warehouse ship-to-locations. Bluestem Brands will send
the ship-to-location code in the N104 ST element on warehouse 850's (BEG02=SA).
Below are the ship-to-codes and corresponding ship to addresses.

Code Location Address

6250 Ridgewood Road
001 BBI 001
St. Cloud, MN 56303
281 AirTech Parkway
002 BBI 002
Plainfield, IN 46168
755 Lillard Drive
003 BBI 003
Sparks, NV 89434

Supplier MUST NOT reuse invoice numbers as this will cause a failure in the Bluestem
Brands system. In the event an invoice or ASN fails for this reason, Supplier must correct
with a unique invoice number and resend to Bluestem Brands.

11. Returns and Returns Allowance

11.1. Where actual returns are sent back for credit, a debit will be assessed against active
Supplier payments until the cost of goods sold for the returns have been recouped.

11.2. Bluestem Brands will not accept restocking fees for returns, unless otherwise negotiated in
writing.

11.3. Returns sent back to the Supplier (RTV) during the valid returns period must be accepted
for full credit. Unless otherwise negotiated in writing the valid returns period is a minimum
of ninety (90) days. Detailed RTV logistics process and requirements are covered under
the Transportation and Routing section on the Partner Portal.

11.4. Bluestem Brands may, at its discretion, choose to consolidate return shipments to the
Supplier. Such returns may include both stocked product returns as well as dropship
Order Returns. A detailed invoice of shipment contents will be provided.

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11.5. If a Returns Allowance has been negotiated between the Bluestem Brands buyer and
the Supplier, no actual returns will be sent to the Supplier; rather a flat percentage will be
deducted from cost of goods sold on payments for dropship orders.

11.6. Bluestem Brands may resell, liquidate or donate returns as it sees fit unless otherwise
negotiated in writing.

12. Accounts Payable

The payment section will outline invoice requirements, documentation necessary for payment,
payment terms, payment methods, remittance and debit memo information.

Commercial Invoice Process

12.1. All transactions for the company are to be expressed in U.S. Dollars.

12.2. Bluestem Brands terms of purchase are 2% 15, Net 60 unless otherwise arranged with the
Bluestem Brands Buyer.

12.3. All required information on the Supplier Set-Up Form on the Bluestem Brands Partner
Portal must be provided before payment will be released.

Domestic (Warehouse Shipments)

12.4. Payment must be initiated with the transmission of an EDI 810 Invoice through Bluestem
Brands designated EDI provider. See EDI Setup Instructions on the Partner Portal for
specific transaction guidelines.

12.5. All required data elements must be transmitted and the invoice successfully processed
by Bluestem Brands system before the terms will begin and payment can be made.

12.6. In the event a compliant EDI 810 cannot be provided, a commercial invoice may be
emailed to inventory.invoices@bluestembrands.com or mailed to:

Bluestem Brands, Inc.

Attn: Accounts Payable V# (6-digit Bluestem Brands supplier #)
6509 Flying Cloud Drive
Eden Prairie, MN 55344

To ensure payment with terms of the purchase order the following information is
required on your invoices:
1. Supplier Name and Address
2. Bluestem Brands Supplier Number found on the purchase order
3. Invoice Number
4. Invoice Date
5. Terms
6. Purchase order number only one (1) fourteen (14) digit purchase order per
invoice
7. Thirteen (13) digit SKU found on the purchase order
8. Number of units shipped per SKU

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9. Unit price price of SKU as stated on the purchase order

10. Extended cost number of units shipped times the unit price
11. Total invoice sum total of the extended unit costs for each SKU

International (Warehouse Shipments)

12.7. Shipments to Bluestem Brands, where the FOB is a foreign point and Bluestem Brands is
the importer of record with U.S. Customs and Border Protection, should be invoiced for
payment by wire transfer.

Once an order has been delivered to our designated overseas consolidator (less than
container load shipments) or to the ocean carrier terminal (factory loaded container)
the following documents must be emailed or faxed to
shippingdocs@bluestembrands.com and CH Robinson. Each email should reference
only one Bill of Lading and the subject line should show all Bluestem Brands Purchase
Order numbers travelling on that Bill of Lading.

1. Telex or Express Release

2. Copy of the ocean bill of lading
3. Commercial invoice
4. Packing slip
5. Wire transfer request form

Upon receipt of the above required documentation the company will process a wire
transfer to the suppliers designated bank. See the Supplier Set up section for
requirements on completing the Wire Transfer Request.

If a Telex or Express Release cannot be issued, original commercial invoice, bill of lading
and packing slip need to be mailed to:

CH Robinson
Attn: Bluestem Brands Import Team
14800 Charlson Road Suite 400
Eden Prairie, MN, 55347 USA
952-683-3915

Original documents must be received prior to the vessel arriving at the U.S. port of arrival.

If products have a licensed copyright or trademark, a copy of the current Notice to

Confirm Authorization must be sent to CH Robinson with documents listed above in order
to clear U.S. Customs.

Failure to provide original documents prior to vessel arrival may result in an infraction and
expense off-set due to container storage charges.

The following information is required on your invoices:

1. Supplier Name and Address

2. Bluestem Brands Supplier Number found on the purchase order
3. Invoice Number
4. Invoice Date

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5. Terms
6. Purchase order number only one (1) fourteen digit (14) purchase order per
invoice
7. Thirteen (13) digit SKU found on the purchase order
8. Number of units shipped per SKU
9. Unit price price of SKU as stated on the purchase order
10. Extended cost number of units shipped times the unit price
11. Total invoice sum total of the extended unit costs for each SKU
12. All cartons must be accounted for, even if they are free of charge or are
spare parts
13. Fair market value is needed for all items, regardless of charge to Bluestem
Brands.
a. If needed, a Customs Invoice can be provided to show values of items
free of charge to Bluestem Brands.
Dropship

12.8. No separate invoice document is required for Dropship Orders, nor should an
810/Invoice or paper invoice be submitted for such orders. Payment is requested from
Bluestem Brands via an Automated Receipt Settlement based on the receipt of a
successful shipment confirmation (ASN).

12.9. Payment terms will NOT begin until Bluestem Brands successfully processes a shipment
confirmation (ASN) through the system.

12.10. A unique invoice number (across all of the Suppliers Invoices including those for
Warehouse shipments) is required.

12.11. It is imperative Suppliers does NOT reuse invoice numbers. The ASN will REJECT in the
Bluestem Brands system. In the event an ASN fails for this reason Supplier must correct
with a unique invoice number and resend the ASN.

Remittance

12.12. Wire Transfer those international orders that are paid via wire transfer will receive a
confirmation of the wire via email from the companys Inventory Analyst.

12.13. Check payments 810/Invoices and paper invoices are processed based on the terms
of the purchase order.

12.14. Any changes to the remittance address must be requested in writing to the Bluestem
Brands Buying area.

Expense Offsets

If non-compliance to one of Bluestem Brands requirements occurs, the Supplier will receive an
infraction notification via email with the infraction detail and resolution.

12.15. The expense offsets will be issued in cases where the Supplier has breached the
established requirements listed in the Purchase Order Offsets Schedule, available on the
Partner Portal.

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12.16. Expense offsets will be applied to open invoices.

12.17. To obtain copies of infraction documents, contact

vendor.compliance@bluestembrands.com

12.18. Separate non-compliance expense offsets apply for Warehouse and Dropship Orders as
specified in the Purchase Order Offsets Schedule, available on the Partner Portal.

Expense Offset Dispute Resolution

1. All disputes must be filed within 90 days of the infraction issue date.

2. A written dispute notification needs to be emailed to Bluestem Brands vendor

compliance at vendor.compliance@bluestembrands.com for review. The notification
must include:
a. Infraction Number (9-digits) & Purchase Order Number (14-digits)
b. Detailed documentation of the dispute

3. Upon receipt, all disputes will be reviewed within 48 business hours. Most disputes are
completely resolved within 30 days. Any disputes received without sufficient
documentation may be delayed.

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