4. WAKEFERN/SUPPLIER RELATIONSHIP

TRADING PARTNERS TERMS AND CONDITIONS

This agreement (see Appendix #6) details the terms and conditions of our partnership. It is important to review and understand the content of this agreement. This agreement details our expectations for being business partners. Specifics discussed include but are not limited to: acceptance of a purchase order and related pricing/allowances; warranty, guaranty and indemnification; shipping and delivery; insurance; and payment.

CERTIFICATE OF INSURANCE (COI)

Wakefern is interested in doing business with partners who understand the significance of being properly protected against the risks of doing business in a very litigious environment. Wakefern believes that vendors must be properly insured.

A new vendor must supply Wakefern with a certificate of insurance (see Appendix #7) as a prerequisite for setup. The COI, typically produced by the vendor's insurance broker, must show that coverage in force is underwritten by insurance companies rated "A-" or better by A. M. Best Company. Coverage cannot be cancelled without providing Wakefern 30 days written notice of cancellation. Wakefern also requires that it be named as an "additional insured" on all liability policies.

Updated COI's must be sent to Wakefern whenever coverage is renewed or materially modified.

Wakefern will continually monitor compliance with its minimum insurance standards as outlined under `Minimum Insurance Standards' below. Failure to meet such requirements will result in serious consequences to our business relationship, including, in Wakefern's sole discretion, cancellation of purchase orders, and, suspension of warehouse receiving activity, and, potentially, the termination of our relationship.

The best way to comply with the provisions of this insurance section is to show this section to your insurance broker.

NOTE: Return to Section 5. Current Supplier Guidelines for specific details.

MINIMUM INSURANCE STANDARDS

Wakefern requires the following minimum coverage limits from its suppliers:

• General Liability Insurance: $5 million, per occurrence
• Automobile Liability Insurance (if applicable): $2 million, per occurrence
• Workers Compensation Insurance: Statutory Limits

General liability and automobile liability minimum limits may be satisfied in combination with `excess' or `umbrella' liability limits.

Wakefern may require higher limits or additional other coverage for certain products and/or operations.

BROAD FORM VENDOR'S ENDORSEMENT

Wakefern requires that a broad form vendor's endorsement (see Appendix #8) be added to all general liability insurance policies from suppliers. This endorsement is a standard endorsement that affords Wakefern the security of knowing that the vendor's general liability insurance policy is properly amended to include Wakefern as an insured with respect to the sale or distribution of the vendor's products.

UNIVERSAL PRODUCT CODE

The Universal Product Code (UPC), commonly found on retail products and on shipping containers, is essential to the accurate delivery of product to our customer. It is critical for our suppliers to understand and observe all UPC guidelines and standards. Information concerning the UPC, bar codes, standards and guidelines can be obtained by contacting the Uniform Code Council (www.uc-council.org).

Some points to remember and common problems regarding the UPC

1. The UPC case code refers to the UPC assigned to the shipping container. A unique UPC Case Code should be assigned to each change in size, case, pack, color or deal where it is necessary to distinguish the case as a separate slot in the warehouse.
2. Suppliers must possess a unique UPC for each of their items.
3. Bar codes should be clear, using black ink on a white background, and have at least 3/32 of an inch of white space placed on both the right and left sides of the UPC symbol. It is highly recommended to test all bar codes using retail scanning equipment.
4. Supplier must include the industry code (single digit to the left of the manufacturer number) on all paperwork submitted to Wakefern. Compressed UPC numbers must be expanded on all new item forms.
5. Supplier must notify Wakefern of all changes in the UPC number.

GIFT AND GRATUITY POLICY

Our business is built on integrity in dealing with suppliers, business affiliates, and customers and outside agents. All those covered by this code shall not accept entertainment, gifts, acts of hospitality or any other gratuity or benefit (including, without limitation, commissions, fees, shares in profits, loans and favors) from customers, suppliers, buyers, public officials or others that may cause or imply conflicts between the interests of such person and Wakefern.

However, this does not preclude the usual, normal, common and open courtesies such as lunches, acts of hospitality and token gifts associated with ethical business practice.

ELECTRONIC DATA INTERCHANGE

As an organization, Wakefern has made the elimination of costs in the supply chain an important objective. EDI is the exchange of standardized business documents between trading partners and accomplishes this task in an efficient and accurate manner, while offering significant savings in the process. Wakefern actively pursues the use of EDI to communicate with all its suppliers.

How to get started

Vendors that currently have EDI capability should contact the Wakefern EDI Department to establish an EDI relationship. If you are not EDI capable, we encourage you to either procure a package to enable EDI communication or to contact a vendor that provides service solutions. An implementation guideline and required information can be found at: http://www.wakefern.com//edi/

When we receive your EDI trading partner information (see Appendix #9) and complete the set up of your vendor information, we will provide you with a list of all items in our database. It is imperative that you take advantage of this opportunity to review the UPC's and have Wakefern correct any errors prior to the start of EDI communications.

Receiving Purchase Orders

After both supplier and Wakefern have completed system set up of EDI, the Wakefern EDI Coordinator will generate a test purchase order. The test is used to validate communications and translation.

Unless directed otherwise by the supplier, Wakefern will send all purchase orders directly to the vendor. It is the responsibility of the vendor to provide the broker a copy of the purchase order. Carbon copy services are available with most VANs.

A functional acknowledgment is required for Wakefern purchase orders and any other EDI document sent from Wakefern. The terms and conditions applicable to EDI purchase orders are stated in the Wakefern EDI Trading Partner Policy.

Sending Invoices to Wakefern

Once you have completed the trading partner set up of us and Wakefern has done the same for your company, you can commence sending a test invoice. The test invoice should be against a live or test purchase order. You must contact the Wakefern EDI Coordinator the day after the test invoice has been transmitted. The EDI Coordinator will review the invoice data structure and accuracy and will provide feedback as necessary. Once the EDI coordinator has approved your invoices, you will be informed that EDI invoices are "live". At this point, paper invoices are not required and in fact, discouraged. The trading partner must accept and acknowledge the 864 Text Message, in order for the trading partner to be moved into production. The fact that Wakefern sends a 997 Functional Acknowledgment, does not constitute that the invoice has been accepted by Wakefern's invoice reconciliation application.

864 Text Message

Live invoices received by Wakefern that contain data content errors will be rejected and you will be notified by the text message. The text message will contain an error message describing the error. Wakefern expects the supplier to provide a Functional Acknowledgment for each text message. You are required to correct the data error, or contact the appropriate Wakefern department stated in the text message to resolve the stated error. A corrected invoice must be re-sent.

Documents Supported by Wakefern Food Corp in both UCS and X12 Standards Versions

• 204� X12 / UCS Motor Carrier Shipment Information
• 210� X12 / UCS Motor Carrier Freight Details and Invoice
• 810��X12 Invoice
• 811��X12 / UCS Debit / Credit Adjustment
• 820� X12 / UCS Payment Order / Remittance Advice
• 850� X12 Purchase Order
• 852� X12 / UCS Product Activity Data
• 855� X12 / UCS Purchase Order Acknowledgment.
• 856� X12 / UCS Advance Ship Notice
• 864��X12 / UCS Text Message
• 875� UCS Purchase Order
• 879� X12 / UCS Price Change
• 880��UCS Invoice
• 888� X12 / UCS New Item Information
• 889��X12 / UCS Promotional Announcement
• 990� X12 / UCS Response to the Load Tender (204)
• 997� X12 / UCS Functional Acknowledgement

EDI Department

Wakefern Food Corporation
EDI Department
355 Davidson Mill Rd.
Jamesburg, NJ 08831

General Information
EDI Fax 732-521-8642
http://www.wakefern.com//edi/

EDI Coordinator
Bill Murfitt 732-521-8641
Bill.Murfitt@Wakefern.com

EDI Manager
Mike Durning 732-521-8549
Michael.Durning@Wakefern.com

DELIVERY PROCEDURES

SHIPPING AND ROUTING PROCEDURES

As part of our ongoing efforts to ensure that your product is being distributed to the consumer in the quickest most cost efficient manner, Wakefern has established General Merchandise Division and Grocery Division Shipping and Routing Instructions. Please distribute the Shipping and Routing Instructions to all necessary parties within your organization. Your strict adherence to these instructions is of paramount importance as failure to do so causes congestion at our dock and hinders the receiving and distribution of your product. Failure to comply with the guidelines within these routing instructions could lead to merchandise being refused at Wakefern's dock or non-compliance chargebacks against your company.

All suppliers must complete the "Wakefern Vendor Questionnaire" (see Appendix #10) and return to: Wakefern Food Corporation, 600 York Street, Elizabeth, NJ 07207 Attention: Corporate Traffic Department. The information you provide in the "Wakefern Vendor Questionnaire" is very important and will help us to determine the best way to receive and distribute your product. Completion of the "Wakefern Vendor Questionnaire" in its entirety, along with its prompt return to Wakefern, is very important to optimizing Wakefern's ability to distribute and sell your product.

NOTE: For vendors who ship product to both the General Merchandise and Grocery Warehouses, only one "Wakefern Vendor Questionnaire" need be completed. Be sure you provide separate volume information for each destination point. Also, if you ship from more than one origin please fill out a separate "Wakefern Vendor Questionnaire" for each origin location.

The following procedures, along with those appearing on our purchase orders apply to all merchandise shipped to Wakefern Food Corporation (Wakefern), Grocery and General Merchandise Division warehouse facilities. These procedures CANCEL all previously issued instructions and will continue in effect until cancelled or altered in writing by Wakefern's Traffic Manager.

Compliance with these instructions and the terms and conditions set out in the Wakefern Purchase Order is mandatory. Any deviation from this routing or any other shipping instructions contained herein will result in the refusal of the shipment at Wakefern's dock and/or a debit being taken against the price of the merchandise reflecting full transportation charges, lost sales, any additional costs, administration fees and penalties.

1. Purchase Orders

All purchase orders specify the "Deliver to" address to which shipment is to be made.

2. Packing Requirements

All packaging must meet standards set by Wakefern Food Corporation.

Packing must conform to the freight carrier's requirements and be able to withstand the normal hazards of transportation. Claims and costs resulting from poorly packaged merchandise will be charged back to your company along with administrative fees and penalties.

All shipments must be tendered to the carriers in a sorted and segregated manner and the notation "merchandise tendered in a sorted and segregated manner" must also appear in the body of the Bill of Lading.

Flavors and sizes must be shipped exactly as ordered.

Ship full cartons only.

Two packing slips containing an itemized list of all merchandise shipped must be included with each shipment and must include the following information:

• Wakefern purchase order number
• Wakefern item code number
• Item description
• UPC Code or Vendor item code
• Quantity shipped by item.

One packing slip must be placed on the lead carton, and the other sealed in an envelope and attached to the Bill of Lading . Notification of the tendered packing slip must appear in the body of the Bill of Lading, as an item shipped, i.e., 2 cartons and 1 packing slip.

NOTE: Failure to provide packing slips in the above described manner will result in a direct chargeback to your company, to cover additional costs, administrative fees and penalties.

3. Marking Requirements

All shipping cartons must be identified with the following information:

• Vendor name and complete shipping address
• Wakefern "Deliver to" Address
• Wakefern Purchase Order Number
• Complete item description as it appears on Wakefern Purchase Order
• Wakefern Item Code Number must be prominently displayed in 3/4" block print on two sides of each shipping carton.
• When shipping samples, the notation "SAMPLES" must be prominently displayed in 3/4" block print on two sides of each shipping carton. Also the name of the person to whom the samples are being shipped must be prominently displayed.
• Case Pack
• UPC Code or Vendor Item Code Number
• Precautionary markings such as "Glass", "Fragile", "Handle with Care", etc.

NOTE: Shipping improperly marked cartons will result in a direct chargeback to your company to cover associated costs, administrative fees and penalties.

4. Bill of Lading Instructions

Describe all merchandise fully, in accordance with the National Motor Freight Classification, so as to insure the lowest possible transportation costs.

All shipments subject to released valuation must be released to the value that will result in the lowest freight charges being assessed by the�freight carrier.

Where a product will be rated based on a density factor, the density must be shown on the Bill of Lading.

The following must appear in the body of the Bill of Lading as an addition to any other information specified within the instructions found elsewhere in this guide.

• Wakefern Purchase Order number
• Number of cartons shipped
• "Delivery appointment required"
• "Driver required to unload"
• Driver Name and Driver Number
• Carrier Name
• Shipper Number or Load Number
• Trailer Number
• Pick-up date
• Seal Number
• Piece count or Pallet count (as applicable)
• When shipping samples, the notation "SAMPLES" must be included in the body of the bill. Also the name of the person to whom the samples are being shipped must be included in the body of the bill.

NOTE: For "Truckload " shipments, in order to minimize Overage, Shortage, and Damage claims, the shipper is required to verify that the pick-up carrier has sealed their trailer prior to leaving the shippers dock, by way of shippers representative initial on the shipping "Bill of lading" near where the carriers driver or shipper has written the seal number. In the event of a shortage, failure to comply with the above will result in a chargeback to your company for cost of goods, additional costs, administrative fees and penalties.

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5. When to Ship

Shipments should be tendered to carriers in such time as to assure arrival on the date set out in the Wakefern Purchase Order. Wakefern does not accept freight before the proper arrival date, and any detention or storage billings resulting from early shipment will be charged back to your company along with administrative fees and penalties.

NOTE: THE TRANSIT TIME GUIDE FOUND BELOW MAY BE USED FOR APPROXIMATING TRANSIT TIMES.

TRANSIT TIME GUIDE
ORIGIN OF SHIPMENT	TRANSIT TIME TO ANY WAREHOUSE FACILITY
	LESS THAN TRUCKLOAD SHIPMENTS	TRUCKLOAD SHIPMENTS
CT,MA,ME,NH,RI,VT,DC,DE,MD,NJ,NY,PA,WV	3 days	1-2 days
IN,KY,MI,OH,VA,AL,FL,GA,MS,NC,SC,TN	4-5 days	2-3 days
AR,KS,LA,MO,OK,TX,IA,IL,MN,NE,ND,SD,WI	5-6 days	3-4 days
ID,MT,OR,WA,WY,AZ,CA,CO,NM,NV,UT	7-8 days	5 days

Back orders will not be accepted unless a new purchase order number has been obtained from the buyer prior to the shipments arrival at Wakefern. Shipping unauthorized back orders will result in a chargeback to your company to cover additional costs, administrative fees and penalties.

If a Wakefern carrier does not pick-up a shipment at the appointed time, immediately contact Wakefern's Corporate Traffic Department at 908-527-7719.

6. How to Ship

A. Routing Instructions (Carrier Selection)

All "Collect Freight" "Truckload" shipments must be called in to the Wakefern Corporate Traffic Department at 908-527-7719 for specific routing.

All "Collect Freight" "Less than Truckload" shipments that will be rated by the carrier based on "Cubic Capacity Rules" resulting in charges which exceed "truckload" rates must be called into the Wakefern Corporate Traffic Department at 908-527-7719 for specific routing.

Do not ship to any Wakefern warehouse facility via UPS, RPS or any small shipment carrier that will not adhere to Wakefern inbound procedures (i.e., all deliveries must be appointed, sorted and segregated, and palletized). Orders shipped via carriers who do not follow these procedures will be refused at Wakefern's dock and/or result in chargebacks to your company to cover additional costs, lost sales, administrative fees and penalties.

All product must be shipped in case quantities as specified in the Wakefern Purchase Order. Do not ship in master cases. Product shipped in wrong case quantities or master cases will result in refusal of the product at Wakefern's dock and/or chargebacks to your company to cover additional costs, administrative fees and penalties.

Regardless of freight terms all Less-than-Truckload shipments must be shipped following the carrier selection criteria found below:

ROUTING GUIDE FOR LESS-THAN-TRUCKLOAD SHIPMENTS

ORIGIN OF SHIPMENT (See "Geographic Areas Defined" below)	CARRIER
NY Metro, NY Hudson Valley, NJ, Philly Metro, Eastern PA	Port Jersey Transportation 1-201-333-1300 or Brennan Transportation 1-609-267-5100 or New England Motor Freight 1-908-965-0100
MD, DC, DE	Brennan Transportation 1-609-267-5100 or New England Motor Freight 1-908-965-0100
ME, NH, VT, MA, RI, NY State including Long Island, Western PA, VA	New England Motor Freight 1-908-965-0100
CONNECTICUT	Port Jersey transportation 1-201-333-1300 x529 or New England Motor Freight 1-908-965-0100
IN, KY, MI, MN, OH, WI, IL	ABF Freight System, Inc. or Roadway Express, Inc. or Vitran Express
TX, AZ, CA	ABF Freight System, Inc. or Roadway Express, Inc. or Merchants Transportation
KS, OK, IA, NE, ND, SD, ID, MT, OR, WA, WY, CO, NM, NV, WV, AK, HI, UT	ABF Freight System, Inc. or Roadway Express, Inc.
AL, FL, GA, MS, NC, SC, TN, AR, LA	ABF Freight System, Inc. or Roadway Express, Inc. or AAA Cooper Transportation

NOTE: If your company is presently utilizing John Jeffery Warehouse, Parcel Delivery Service or Port Jersey Distribution as a local DC, it is recommended that you continue to utilize John Jeffery Warehouse, Parcel Delivery Service and Port Jersey Trucking as your delivery carrier.

GEOGRAPHIC AREAS DEFINED

NY Metro Area = 50 mile radius of NY City to include the five boroughs, Western Long Island, Westchester and Rockland Counties.

NY Hudson Valley = Zip Codes 12400 through 12799

NY State = The area of NY State not covered by the NY Metro Area or NY Hudson Valley

Eastern PA = All points in Pennsylvania East of and including Harrisburg, PA.

Philly Metro Area = 40 mile radius of Philadelphia including the Allentown and Bethlehem areas.

Western PA = All points in Pennsylvania west of Harrisburg, PA.

Do not use carriers other than those specified in this route guide without written authorization from Wakefern's Corporate Traffic Department. Failure to use the carriers detailed above will result in chargebacks against your company for additional costs, administrative fees and penalties.

Loss or damage claims derived from vendors misrouting freight, will result in a chargeback to your company for all damaged goods, additional costs, administrative fees and penalties. The shipper will also be responsible to file all claims with the carrier on misrouted shipments, regardless of F.O.B. terms.

Any accessorial charges (i.e., detention, sort and segregate, inside delivery, after hours delivery and notification charges) derived from misrouted freight will result in a chargeback to your company for additional costs, administrative fees and penalties.

Prepaid shipments must be shipped on a prepaid/F.O.B. destination basis and will not be accepted on a collect basis. Any freight bills resulting from goods shipped under incorrect terms will result in a chargeback to your company for full freight costs, administrative fees and penalties.

Poduct samples of any kind being sent to Wakefern must be shipped freight prepaid. Any samples shipped freight collect will be refused at Wakefern's dock and/or will result in a chargeback to your company account for full freight costs, administrative fees and penalties.

Any product not ordered by Wakefern Food Corporation will be refused back to the carrier for shipment back to the shipper on a "Freight Collect" basis.

B. Shipping Instructions

All product must be shipped on standard 48" x 40" GMA, PECO or CHEPTM shrink wrapped pallets, with no product overhanging on any side of the pallet. Also, the following should be noted in the body of the bill of lading, "Carrier: do not cut shrink-wrap, do not break down pallet".

All product must be shipped to Wakefern's Block & Tier specifications.

NOTE: Freight not tendered to the carrier on 48" x 40" GMA, PECO or CHEPTM pallets in conformance with Wakefern pallet Block & Tier specifications, must be transferred by the carrier onto Wakefern supplied pallets at the shippers expense, and may result in refusal of the shipment at Wakefern's dock and/or chargebacks against your company for additional costs, lost sales, administrative fees and penalties.

NOTE:

(1) When loading freight for delivery to Wakefern do not pinwheel or turn pallets sideways, as Wakefern does not have the ability to unload pinwheeled pallets. Any product shipped on pinwheeled or sideways pallets will be refused at Wakefern's dock and/or result in chargebacks to your company for additional costs, lost sales, administrative fees and penalties.

(2) Any accessorial charges (i.e., detention, sort and segregate) derived from vendors shipping unpalletized or incorrectly palletized freight will result in a chargeback to your company for full charges, administrative fees and penalties.

Whenever possible Wakefern will purchase product in full pallet or tier quantities.

When shipping more than one item on a single pallet:

• Each item must be sorted and segregated by item on the pallet.
• A packing sheet must appear on the pallet indicating the item descriptions and counts.

Failure to adhere to the above rules when shipping multiple items on a single pallet will result in the goods being refused at Wakefern's dock and/or a chargeback against your company for additional costs, lost sales, administrative fees and penalties.

When shipping multiple Purchase Orders on a single day, each purchase order must be tendered to the carrier on a separate bill of lading, and in a sorted and segregated manner. Two or more Purchase Orders cannot be mixed on one pallet and, the product must be shipped in such a way that the Purchase Orders are clearly, individually identifiable. Failure to ship to these specifications could result in refusal of the freight at Wakefern's dock and/or chargebacks to your company account for additional costs, lost sales, administrative fees and penalties.

Delivery appointments are required for all shipments

Shippers will be held directly responsible for delivery appointments missed by any carrier other than the carriers specified within this guide. Carrier failure in this regard may result in chargebacks to your company for additional costs, lost sales, administrative fees and penalties.

NOTE: All drivers making deliveries to Wakefern Food Corporation facilities are required to show their Drivers License to the security officer prior to entering the facility. The driver's license number will be recorded on the vehicle entry pass. In addition, it is the requirement of Wakefern Food Corporation that all drivers making deliveries have their photograph and a photograph of their driver's license taken by the security officers at the point of entry to the facility. Oversight of these activities is the sole responsibility of the Wakefern Food Corporation Loss Prevention Department, which ensures that all drivers' privacy and confidentiality are strictly maintained.

NOTE: All drivers must be wearing steel tipped safety shoes before they are allowed access to Wakefern receiving docks. Drivers not wearing safety shoes will be required to hire an unloading service to unload the truck at their own expense or the load may be refused at Wakefern's dock. Vendor failure to effect full delivery of a purchase order at time of original delivery appointment due to driver failure to wear safety shoes may result in chargebacks to your company for additional costs, lost sales, administrative fees and penalties. In addition, drivers are not permitted to use any material handling equipment unless they can show that they have had the appropriate training and meet all OSHA requirements.

All Grocery Division delivery appointments are pre-arranged at time of product purchase. All General Merchandise deliveries must be pre-appointed by the delivery carrier. The delivering carrier must make any delivery appointment or delivery appointment changes or confirmations with the Scheduling Clerk at the locations listed below.

CONSIGNEE ADDRESS TELEPHONE NUMBER

600 York Street, Elizabeth, NJ 07207 908-527-3369

60 Tower Road, Dayton, NJ 08810 908-527-3369

2 Ballard Road, Middletown, NY 10940 908-527-3369

363 Davidson Mill Road, South Brunswick, NJ 08831 732-521-8577

7. Hazardous Materials

All Shipments containing hazardous materials must comply with Department of Transportation regulations as defined in Title 49 of the Code of Federal Regulations as promulgated by the U.S.D.O.T./F.M.C.S.A.

All shipping documents must be certified stating that the shipment is properly packed, marked and placarded. Failure to do so will result in a chargeback to your company for additional costs, administrative fees and penalties.

8. Invoices

Please forward all invoices (if not EDI capable or Web based) to the following address:

Wakefern Food Corporation

P.O. Box #506

Elizabeth, NJ 07201

9. Acknowledgement

Upon receipt of our routing guide, please complete the "Vendor Questionnaire" form (see Appendix # 10) found and return to:

Wakefern Food Corporation

600 York Street

Elizabeth, NJ 07207

Attention: Transportation

DSD DELIVERY PROCEDURES

Upon delivery to any ShopRite store, each vendor will have all product scanned into the DSD receiving system. All out-bound product must be removed prior to beginning the receiving process. All credits should be supported by a Vendor authorized credit memo signed by both the Driver and Receiver or other authorized store personnel. There is to be no swapping of product. A credit invoice must be generated with an invoice number that is different from the receiving debit.

Adherence to the following rules will ensure an efficient and timesaving delivery/receiving process.

• Each delivery invoice must represent a single customer delivery or credit.
• Vendors cannot use the same invoice number for multiple stores for deliveries and/or credit memos.
• Identify each document involved in the delivery process by a unique invoice number. Do not recycle invoice numbers for 90 days. This number must be the same number used at time of billing.
• Multiple deliveries cannot be combined on a single invoice. Deliveries for items under different departments must appear on separate invoices. Bulk or random weight items (received by weight) must also be listed on separate invoices from fixed weight items (received by count)
• Product description and UPC should uniquely identify the product and be the same on delivery unit and delivery invoice. Abbreviations of product description may be used. Brand or company identification should be on every line.
• Size must appear on the delivery unit as well as the delivery invoices. It should indicate the quantity content of the retail-selling unit.
• The case pack should be identified on the delivery unit as well as the delivery invoice. It should indicate the number of retail selling units contained in the delivery unit.
• Extend prices and "off invoice" allowances and total on the delivery invoice.
• Identify deposits on containers, both deliveries and returns, by item and treat as separate transactions. Follow all rules for product identification including UPC number. A separate form is used for container returns, conforming to the same guidelines as the delivery notice.
• Mark the delivery date on the delivery invoice to coincide with the date on which the retailer takes possession of the product.
• All credits must be handled on a separate invoice. Multiple credits cannot be combined on a single credit memo.
• Bring product in-bound merchandise to the designated receiving area before the check-in begins.
• Allow receiver to count and check.
• Do not interrupt the check-in process for any reason. Wait until the check-in process is finished to discuss any other items.
• All cases must have scannable UPC bar codes.
• All cases should be arranged in the same order as the invoice. Product sequence on the delivery invoice must coincide with delivery ticket to facilitate prompt and accurate check-in. Product identification must be clearly visible for all units being delivered.
• As the Receiver scans in the delivery, unauthorized items will be rejected.
• A DSD Back Door receiving ticket will be printed. Any unauthorized items will not print on the DSD ticket. Please note that the new Centralized Accounts Payable system is designed NOT to pay for unauthorized products. Therefore, please do not leave unauthorized product at the stores.
• The vendor should not leave the receiving area until the receiver verifies that the UPC codes and quantities match the DSD computerized invoice.
• The DSD back door receiving ticket must be signed by the Receiver and Driver. A copy will be given to the driver or sales representative. This will serve as proof of a delivery.
• The driver will issue an invoice, which will be forwarded to the chains' headquarters along with the DSD back door receiving ticket, which will be used for comparative purposes.
• If for some reason, the DSD system is not operable at the time of delivery, the vendor invoice will be used for proof of a delivery. The store Receiver, or other designated store personnel, MUST sign and stamp the invoice with the `DSD NOT SCANNED' stamp and complete the indicated fields.

Unidentified/Unauthorized Items

An unidentified item could be:

• The product is not authorized by Wakefern or by the stores.
• An incorrect UPC
• Recently changed UPC
• Hand held mis-scan
• Hardware problem at Store level

ALL UNIDENTIFIED OR UNAUTHORIZED ITEMS LEFT AT STORES WILL NOT BE PAID BY WAKEFERN FOOD CORPORATION. PLEASE DO NOT LEAVE UNAUTHORIZED PRODUCTS AT THE STORES.

If an item MUST be received (sale item) please call the DSD Department to get the item authorized for the next day. Otherwise, have your Sales Personnel contact the Wakefern Product manager so the item can be authorized for your next delivery to the store.

DSD Department Phone Numbers

Expediters 908-527-3809

����������������� 908-527-3810

����������������� 908-527-3821

����������������� 908-527-3780

����������������� 908-527-7485

FAX���������� 908-527-7723

DSD Supervisor 908-527-3819

WAREHOUSE DIRECT DELIVERIES (For items carried in the warehouse)

• The Supplier is required to obtain a ShopRite store stamp and signature in addition to insuring that the store scan receives the delivery.
• In the event that the store does not scan receive the delivery, the Supplier must provide Wakefern's Accounts Receivable department with a copy of bill of lading with the ShopRite store stamp and signature. The proof of delivery must be received within 3 days from the date of delivery, to insure payment within terms of the invoice.
• The Supplier is required to provide Wakefern with an on-site representative to work in conjunction with our Store Customer Services department to monitor, coordinate and control the delivery and receipt of product for the Direct Store Delivery programs.

PRIVATE LABEL REQUIREMENTS

The ShopRite name is one of the most valuable properties owned by Wakefern Food Corp. It is protected by registration under the Federal Trademark Laws. It has earned widespread and valuable consumer acceptance and good will.

Accordingly, the name ShopRite and the ShopRite logo must be protected against misuse or unauthorized use. Quality standards must also be maintained as one poor ShopRite item can adversely affect all ShopRite items.

All suppliers must obtain a packet from Wakefern Quality Assurance that requires the return of a signed agreement to Wakefern. For information contact:

Quality Assurance

505 Division Street

Elizabeth, NJ 07207

908-527-3849

Each item submitted for consideration must be accompanied by a Private Label Product Evaluation form (see Appendix #11) and a ShopRite Private Label Packaging Information form (see Appendix #12). Our policies regarding packaging, quality assurance, product liability, insurance and consumer standards are as follows:

Broad Statement Policy

No vendor shall pack and label, or authorize the packaging and labeling of any product bearing the ShopRite name unless expressly so authorized in writing by the Quality Assurance Division of Wakefern. No vendor will subcontract the packaging or manufacturing of any product without the prior written knowledge and consent of Wakefern's Quality Assurance Division.

No labels, cartons, containers or other packaging materials bearing the ShopRite name or logo shall be produced or printed by any person or company unless expressly authorized in writing by the Creative Services/Quality Assurance Division of Wakefern.

1. Any trademark owned by Wakefern can only be used in the manner authorized by Wakefern.

Brand names owned and/or produced by Wakefern may not be affixed to any package or shipped to any source without the supplier having official shipping instructions from authorized personnel at Wakefern.

Products bearing a Wakefern/ShopRite Trademark label that, due to overproduction or non-acceptance due to quality standards by our Quality Assurance Department, may be stripped and re-labeled with the vendor's control label or may be distributed 750 miles outside of our marketing area. This area includes New Jersey, New York, Pennsylvania, Connecticut, Delaware and Massachusetts. Vendor must exercise necessary controls so that product is not sold and shipped into our marketing area by a third party. Quality Assurance must be advised in writing regarding the disposition of such product.

Quality Assurance Division

1. All vendors must submit typical pre-production samples to Quality Assurance for evaluation and approval. Quality Assurance must approve them prior to any shipment or delivery to Wakefern.
2. Any necessary technical or test data to substantiate product quality or safety must be supplied to Wakefern Quality Assurance Division, including lot samples as determined by Quality Assurance. If third party analysis is required, vendor will be required to pay for the testing costs as determined by Quality Assurance. This testing will encompass product integrity as well as environmental analysis, at the discretion of the Quality Assurance Division.
3. All products packed under the ShopRite or other Wakefern Trademarks must meet or exceed specifications and pass our product inspection upon receipt.
4. Failure to meet specifications will result in rejection of shipment by the Wakefern Quality Assurance Division.
5. No changes in ingredients, product specifications, shelf life, packaging and/or labeling will be made without prior knowledge and written approval of Wakefern Quality Assurance. Any changes made without written approval will be cause for rejection of the product.
6. Wakefern reserves the right to perform pre-shipment inspections of the vendor facilities at the vendor's cost. This inspection may be conducted by Wakefern Quality Assurance or its representative to assure that good manufacturing practices and a Hazard Analysis Critical Control Points program (HACCP) is in place and enforced and that Standard Sanitation Operating Procedures (SSOP) acceptable to Wakefern Quality Assurance will be utilized in the manufacturing and handling of ShopRite products. Wakefern reserves the right to make inspections of any facilities at any time during normal working or operating hours. Failure to follow good manufacturing practices and maintain suitable sanitary conditions acceptable to Wakefern Quality Assurance is cause for the termination of the vendor and the rejection of shipped or warehoused products.
7. If, for any reason, product must be removed from sale due to failure to conform to quality/food safety standards, vendor must use Wakefern's Product Withdrawal Procedure (see below) and will be responsible for all associated costs, including but not limited to administrative costs, store removal costs and reclamation costs.
8. All product packed under the ShopRite label shall have the following:
   1. Perishable and semi-perishables items shall have a legible open expiration date easily understood as such by the consumer. Vendors of shelf stable items and durable goods shall make every reasonable effort to provide an open date (Best by/Best if used before) or at minimum, a positive means of lot and vendor identification.
   2. Where applicable, a trademark certifying that the product is kosher and was prepared or produced under rabbinical supervision shall be included on the label. Wakefern must approve the rabbinical organization supervising the product. The vendor and the rabbinical organization must provide Wakefern, annually, certifications listing in detail, the product prepared or packed under their supervision.
   3. If the product is produced or manufactured in a foreign country, the country of origin shall be clearly imprinted on the package.

Product Withdrawal Procedure

Subject: Explanation of costs incurred by the manufacturer or vendor of products being recalled from the retail level of sale.

A charge of $600.00 covers the e-Bulletin process of informing stores in the Wakefern distribution chain of the type of recall, product description, codes involved, and other specific details. E-Bulletins are followed up with hard copy.

A charge of $40.00 is incurred for each store that responds within seven (7) days indicating that the product in question was removed from sale.

Wakefern will provide the recall generator with a list of stores and quantities returned.

In a Class I recall situation, phone contact is also made with each selling unit and chain headquarters. Follow up is by FAX. Additional telephone and administrative expenses are incurred.

Creative Services Division

1. Wakefern's Creative Services Division is responsible for the development and approval of all packaging to ensure that the graphic design of each product complies with the ShopRite Brand Private Label Packaging Standards.
2. It is Wakefern's policy to initiate artwork with an approved pre-press house. Any exceptions are determined by the Creative Services Department.
3. All designs, photography and illustrations used on packaging, which are unique to ShopRite, will be the property of Wakefern Food Corp.
4. All costs related to packaging development, including design, photography, illustrations and pre-press are the responsibility of the vendor. All film and plate changes become property of Wakefern and will be turned over to it at its request in the event you are terminated as a supplier. In addition, vendors shall not use such plates or the resulting packaging material except in connection with supplying Wakefern or at its direction.
5. All costs related to packaging adjustments are the responsibility of the vendor. The Creative Services Division prior to printing must approve all changes and additions. In the event of a violation of this requirement, Vendor will be back charged an additional $1,000 per violation as liquidated damages to Wakefern/ShopRite. Such amount is in recognition that the actual expenses and damages to Wakefern associated with recalls and removals may be difficult or impracticable to ascertain, and such amount shall in no way be considered a penalty.
6. Wakefern reserves the right to charge a service fee to its vendors on a per SKU basis to cover internal costs as well as typical expenses incurred by Wakefern in packaging development.
7. Wakefern/ShopRite shall not be responsible for more than thirteen (13) weeks supply of packaging material, based on that supplier's normal delivery of product, unless otherwise specifically authorized or specified by Wakefern in writing.

Consumer and Corporate Communications Division

1. Wakefern's Consumer and Corporate Communications Division requires all vendors to respond to customer complaints, comments and/or questions regarding ShopRite product on an "as is basis under the direction of the division or through Wakefern's Quality Assurance Division.
2. Consumer communications will be forwarded to the vendor in writing via fax or email in the form of a Consumer Contact Report or "Notice of Customer Complaint" (see Appendix #13). This notice will advise of the nature of the communication and the requirements for customer contact:
   1. URGENT - Illness, personal injury, damage; Respond to customer upon receipt of Notice.
   2. Consumer has specific question - product usage, ingredients, allergens, etc. Respond to customer within 24 hours of receipt of notice.
3. Wakefern Consumer and Corporate Communications must be kept apprised of all communications to customers on URGENT complaints. It is the vendor's responsibility to pick up product samples and perform product testing when required.
4. Vendors are required to forward copies of correspondence to customer and/or information on verbal resolution to Wakefern's Consumer and Corporate Communications Division and to Wakefern's Quality Assurance Division.
5. Failure to respond to customers in the required time frame will indicate vendors right to resolve the complaint has been forfeited.
   1. Wakefern Consumer and Corporate Communications Division will attempt to resolve consumer issues up to $100. Periodic backcharges will be made to the vendor to reimburse Wakefern for its costs to resolve product issues.
   2. In the case of alleged personal injury, property damage or illness, Wakefern's third party insurance carrier will be notified to initiate investigation and settlement proceedings.

Warranty

In addition to all express and implied warranties provide by the law, Vendor warrants that all product, including the packaging, provided to Wakefern are free from defects, properly packaged and labeled, will conform to all Wakefern specifications and will meet or exceed all standards and requirements established pursuant to Federal and/or state law and any other government entity having jurisdiction thereof, and that the product has been provided or packaged by the vendor or such other persons as may have been expressly authorized by Wakefern in writing, in advance.

Insurance and Indemnification

Wakefern requires its vendors to maintain the following insurance:

Commercial General Liability Insurance With Product Liability and Completed Product Endorsements $5,000,000 per occurrence

Workers Compensation Insurance Statutory

Business Automobile Coverage $2,000,000 Combined single limit

1. Vendors must provide a Certificate of Insurance with the return of this executed agreement evidencing the above limits and endorsements and must name Wakefern and its Members (the entities operating the stores) as additional insureds.
2. The Certificate must state that the insurance will not be cancelled without 30 days prior written notice to Wakefern.
3. To the fullest extent permitted by law, Vendor agrees to hold harmless and indemnify Wakefern, its subsidiaries, shareholders, officers, directors, employees, successors and assigns from all liability for all claims, damages, losses and expenses or any other type of relied of any nature whatsoever (hereinafter referred to as Claims) and for all costs associated with the Claims including but not limited to reasonable attorneys' fees, which arise out of or result from Vendor's product, acts or actions, whether based on contract, tort, strict liability or otherwise.

Food Safety and Security Controls

All suppliers submitting product for Private Label are required to undergo a third party audit for Food Safety and Security Controls. The following categories will be evaluated.

Food Safety Controls

The Following Categories Will Be Evaluated In This Audit:

• Food Safety Systems
• Quality Systems / HACCP Management
• Facilities And Equipment
• Sanitation And Employee Hygiene Practices
• Pest Control
• Packaging And Labeling
• Allergen Awareness
• Receiving, Storage And Shipping
• Product Tracking And Recall Procedure
• Data Storage & Laboratory Support

Food Security Controls

The Following Categories Will Be Evaluated In This Audit:

• Awareness Of Food Security Program By Customers, Suppliers And Employees
• Food Security Control For Employees, Contractors And Visitors
• Plant Security Measures
• Ingredient Security Measures
• Water, Air And Chemical Security
• On Plant Hazardous Materials
• Product Process Security
• Warehouse And Transportation Security
• Ingredient, Product Traceability
• Tamper Evident Packaging
• Crisis Management Team For Food Security Issues