Drop Ship Manager Service Terms

These Drop Ship Manager Service Terms (“Service Terms”) shall govern Radial’s provision of drop ship manager technology to Company.  These Service Terms are available at www.Radial.com/Legal (and can also be provided to upon request), and together with the Order Form and the Radial Standard Terms form the Agreement between the Parties.

  1. Drop Ship Manager. Radial will host the Drop Ship Manager Solution and provide the Company with access to the Drop Ship Manager Solution through the internet from one or more Company-supplied workstations. The Drop Ship Manager Solution is more fully described in Exhibit A.  For the avoidance of doubt, the Drop Ship Manager Solution is a Radial Furnished Item. 

  2. Drop Ship Vendors.

    2.1 The Company’s Drop Ship Vendors will be required to contract directly with Radial for ongoing connection, support and onboarding fees as appropriate, unless the Company elects to cover those fees for selected dropship vendors. Unless otherwise mutually agreed, the Company hereby agrees that it shall not provide any access or support to its vendors relating to the vendor’s integration with or use of the Drop Ship Manager Solution.  All such support shall be provided directly from Radial to the Company’s vendors through its drop ship support agreement.  The Company shall pay Radial a Drop Ship Vendor set up fee as set forth in the Order Form.  Such implementation fees are for a standard implementation (e.g. for a system direct set up, no more than testing two orders per document).  The Company may pass such Drop Ship Vendor set up fees to the applicable Drop Ship Vendors at the Company’s sole discretion; however, the Company shall be responsible for and be the party to pay Radial such fees.    

    2.2 The Company acknowledges that Radial shall be permitted to charge each Drop Ship Vendor additional fees in connection with this drop ship program, including fees for drop ship vendor support and maintenance as set forth in the Order Form.  The Company acknowledges that any Drop Ship Vendor who fails to pay such fees may be restricted from using the Drop Ship Manager Solution.

    2.3 If Transaction Monitoring Services are selected:  In addition to providing the Company with access to the Drop Ship Manager Solution, Radial will provide those services set forth in Exhibit B. 

  3. Exclusivity. During the Fulfillment Attachment Term, Radial shall be the exclusive provider of drop ship technology necessary to create and operate the e-commerce businesses of the Company and its Affiliates, including the operation for the Company Online Store, and neither the Company nor its Affiliates will, directly or indirectly, provide drop ship technology, or contract with a third party, to provide drop ship technology for the e-commerce businesses of the Company and its Affiliates, other than with Radial.

  4. Definitions.  Capitalized terms used in this Store Fulfillment Solutions Attachment but not defined in the text or below are defined in the General Terms and Conditions.

    “Drop Ship Manager Solution” means the drop ship management technology as further described in Exhibit A.

    “Drop Ship Manager Commencement Date” means the date on which the completion of implementation and the hard launch of the Drop Ship Manager Solutions occurs.

    “Drop Ship Vendor” means the Company’s third party vendor who sells merchandise to the Company to be shipped directly to consumers, utilizing the Drop Ship Manager Solution.

  5. Standard Terms.  The Radial Standard Terms, which are available at www.radial.com/legal (and can also be provided to upon request), are incorporated into and shall govern these Service Terms and the Order Form.  Company agrees to adhere to all terms and conditions contained therein. 

Exhibit A

Drop Ship Manager Solution

Description of Program Functions

  • Ability for vendors to receive dropship orders via the Internet, eliminating the need to print or fax orders to vendors.
  • Automatic e-mail notifications are sent to vendors notifying them when orders are ready to be printed or downloaded.
  • Facility to print customizable packing slips by vendor, company, division, source code, and ship method of the order. Packing slip copy such as return instructions can be customized by vendor. 
  • The packing slip forms contain all order details from the host order management system including buyer, ship-to, product numbers, description, price, item customization details, order comments, gift messages, customer telephone numbers, etc.
  • Provides the option for vendors to download order details from Radial in file format — fixed width, CSV (comma separated value), XML or EDI — to be uploaded into their own distribution or ship management systems. 
  • Radial provides the ability auto-extract files, whereby it can auto-FTP an order file to a designated location established by the vendor to achieve completely unattended order exchange capabilities.
  • Facility to reprint and re-download orders by batch or individual order.  Orders are flagged as reprinted both in Radial and on the hard copy packing slip forms.
  • Option for vendors to update orders via a browser-based screen as they are shipped via the Radial webpage and include shipment tracking numbers and freight charges. 
  • Ability to upload shipping information directly from a vendor’s in-house distribution or order management system via fixed width, CSV, XML or EDI files.
  • Radial can also automatically retrieve ship and invoice files from a vendor’s FTP server to achieve completely unattended shipping and invoice processing directly from their system.
  • Facility to cross reference customer requested shipping carrier service levels to the corresponding vendor ship methods.
  • Option for vendors to change/override the pre-defined ship method on orders.
  • Ability for the actual ship method used on the dropship order to be sent back to the host system for visibility by customer service representatives.
  • Ability to split order levels in Radial for shipped vs. unshipped line items on a dropship order.  Facilitates customer billing and efficient order tracking for split items or quantities that are shipped by the vendor.  This eliminates any manual tracking of partial shipments.
  • Ability to ship multiple boxes per line item per order.
  • Facility for Radial to automatically send customers ship confirmation e-mails for dropship orders with the date the package shipped and the tracking #(s).
  • Option for the host company to update product costs on orders in batch mode if a discrepancy is identified by the vendor.
  • Facility for vendors to enter comments against orders in Radial which are then sent to the host company order management system for visibility by the customer service representatives.
  • Facility for the host company or the vendor to add order comments and flag them for immediate review by the other party. This function generates an e-mail to the other party notifying them that they have an order(s) and that their immediate response is required.
  • Facility for vendors to update Radial on revised ship dates for backordered or delayed merchandise.  These revised ship dates are sent back to the host system to be added to the order for visibility by customer service representatives.
  • Facility for Radial to send automatic e-mails to customers with estimated ship date information on delayed/backordered merchandise.
  • Reporting on orders that are approaching their estimated ship dates and orders that have expired their estimated ship dates.  Automatic e-mail notifications can be sent to the buyer and/or vendor alerting them to various order conditions.
  • Ability for vendors to invoice online via Radial. Radial includes edit checks to ensure vendor invoice numbers are not duplicated, etc.   Radial only allows vendors to invoice against orders that have been previously shipped in Radial.
  • Facility for vendors to invoice for partial shipments.
  • Option to invoice during the shipping process or as a separate, secondary function.
  • Option to automatically increment and assign vendor invoice numbers.
  • Facility to upload invoice information from a vendor’s financial system in fixed width, CSV, XML or EDI format.
  • Ability to auto-retrieve invoice files from a vendors system to facilitate completely automated/unattended invoice processing.  Invoices with any error conditions such as cost discrepancy, wrong product on the order, etc. are kicked into an exception bucket for resolution by the vendor or the host company.
  • Ability to automatically post all invoices from Radial directly into a accounts payable system electronically.
  • Ability for vendors or the host company to cancel individual line items or orders in Radial.  Vendor cancelled line items/orders are flagged as pending and sent to a pending cancel bucket for the Radial administrator or dropship coordinator to review.
  • Ability to review the status of a dropship order, including the details of all actions that have taken place on an order to date.  All actions are maintained for audit trail purposes.
  • Facility to review vendor activity and performance reports, including:
    • Orders waiting to be printed, acknowledged, shipped and/or invoiced
    • Past orders printed, acknowledged, shipped and/or invoiced for a specific day or date range
    • Orders and items modified by date range
    • Required ship date reports
    • Age and value of orders waiting to be shipped and invoiced
    • Supplier Performance reports detailing fill rate percents
    • Exception reports (i.e. orders past due, etc.)
      Reports can be viewed and selected by order #, invoice #, invoice # range and can be sorted by order #, invoice #, date imported, date printed, date shipped, date invoiced, batch ID, etc.
  • Ability to customize and save favorite reports through Radial.
  • Online Vendor Performance Bar Graphs – showing average days to ship and percentage of orders shipped within X days – by vendor.
  • Facility for automatic e-mail notifications for various order exception conditions (i.e. a vendor hasn’t printed an order in “x” hours, a vendor hasn’t acknowledged an order in “x” hours, an order was modified by the vendor and is waiting in the order approval bucket).
  • Ability for the host company and the vendor to receive automatic e-mail notifications when orders haven’t been shipped within the agreed upon fulfillment window.
  • Internal Radial error checking facility that ensures validity and integrity of all files and vendor browser-based updates. Provides vendors the ability to edit problem orders or files online in Radial.
  • Facility to “uncancel” an order or line item (Radial administrator level only).
  • Facility to void a shipment or “unship” an order or line item that hasn’t been passed from Radial to the host system (Radial administrator level only).
  • Security levels by user to limit Radial program usage (both at the host and vendor locations).  Includes read vs. update capabilities.
  • System controls at the vendor level to customize business rules/processes by vendor.
  • Facility to support international date formats, address formats, currencies and languages.

Exhibit B

Transaction Monitoring Services

  • Transaction Monitoring – Services Monitored:
    • Shipping Status and Performance: Radial will monitor all of Company’s Drop Ship Vendors’ shipping performance, which will include daily (Monday to Friday, excluding holidays) email follow-up on overdue and at-risk orders, as well as informing Company of any Drop Ship Vendor SLA concerns.
    • Inventory Updates: Radial will monitor Company’s Drop Ship Vendors’ inventory updates, following up with Drop Ship Vendors who have not updated inventory in a timely manner, assisting in any issues the Drop Ship Vendor is having with inventory updates, and informing Company of any inventory concerns noted by Radial.
    • Delinquent Invoices: Radial will monitor Company’s Drop Ship Vendor orders for timely Invoice submissions by Drop Ship Vendors. On a weekly basis, Radial will contact Drop Ship Vendors, as needed, reminding them to submit invoices.
  • Technical Error Resolution – Transaction Updates:
    • Pending Shipments: Radial will monitor the Pending Shipment queue in the Drop Ship Manager Solution, researching and resolving shipments, when possible, and following up with Drop Ship Vendors, when needed.
    • Pending Invoices: Radial will monitor the Pending Invoice queue in the Drop Ship Manager Solution, researching and resolving invoices, when possible, and following up with Drop Ship Vendors and Company’s designated contact(s), when needed.