EXHIBIT 10.30
PORTIONS OF THIS DOCUMENT INDICATED BY AN ++ HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT OF SUCH INFORMATION.
AMENDMENT NO. 1 TO THE DISTRIBUTOR AGREEMENT
This Amendment No. 1 to the Distributor Agreement, effective as of December 19,
2002 ("Effective Date"), is made by and between NOKIA Inc., by and through its
NOKIA Mobile Phones business unit ("NOKIA"), and Brightpoint North America L.P.
("BRIGHTPOINT"), with reference to the following:
WHEREAS, NOKIA and BRIGHTPOINT entered into a Distributor Agreement (the
"Agreement") effective October 29, 2001, which sets forth the terms and
conditions under which NOKIA will sell, and BRIGHTPOINT will purchase and
distribute, various NOKIA Products; and
WHEREAS, the parties desire, among other things, to replace their current
distribution and logistics relationship with a Vendor Managed Inventory ("VMI")
system for the purchase and distribution of NOKIA Handsets, and to amend the
Agreement to implement VMI in accordance with the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants provided for herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. ADD NEW SECTION 2. PRODUCT FORECASTS - The following Section 2, governing
Product Forecasts, is hereby added to this Agreement:
"2. PRODUCT FORECASTS
2.1 On or before the first of each calendar month of the Term of this
Agreement, BRIGHTPOINT agrees to furnish a non-binding, rolling, ++
month forecast of its anticipated sales of Products under this
Agreement (each, a "Forecast"), which data will be utilized in the
Demand Supply Balancing ("DSB") process set forth in Section 4.1.1 of
the VMI Statement of Work attached hereto as Attachment 10 ("VMI
Statement of Work"). The parties will conduct ++ reviews of Forecasts
to maximize the stability of such Forecasts. Under the VMI Program as
defined in Section 18-A and described in the VMI Statement of Work,
NOKIA agrees to maintain in the inventory of Products owned by NOKIA
and held by BRIGHTPOINT as Bailed Inventory at BRIGHTPOINT's facility
located at 000 Xxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx (which facility is
designated as "US 17" in NOKIA's system, and "NOK5" in BRIGHTPOINT's
system, and which facility is hereinafter referred to as "NOK5") such
amounts of Product equal to ++ Days of Supply (as defined in Section
4.1.4 of Attachment 10, and calculated in accordance with Section
4.3(ii) of Attachment 10) of Products as set forth in the then current
Forecast, provided, however, that NOKIA shall have ++ days from the
Effective Date of Amendment No. 1 to the Distributor Agreement to
reduce BRIGHTPOINT's current inventory of Products to the ++ Days of
Supply standard. Upon the expiration of such ++ day Product inventory
transition period, if the inventory levels held in NOK5 during the
remainder of the term of the VMI Program exceed ++ Days of Supply as
set forth in the then current Forecast, NOKIA shall have the right,
upon providing ++ days' prior written notice to BRIGHTPOINT, to sell
or distribute the amount of inventory of Products exceeding ++ Days of
Supply of Products as set forth in the then current Forecast to any
third party entity (subject to the terms, conditions and limitations
set forth in the Agreement). For purposes of this Agreement, Bailed
Inventory shall mean the inventory of Products owned by NOKIA and held
by BRIGHTPOINT at NOK5 under a legal bailment relationship, with NOKIA
as xxxxxx and BRIGHTPOINT as bailee.
2.2 All shipments of Product from NOKIA manufacturing plants to NOK5,
further described in the VMI Statement of Work, will be made F.O.B. ++
on NOKIA's designated freight carrier with freight charges to be borne
by ++. Immediately upon shipment of Products from NOKIA's
manufacturing locations to NOK5 (or to Fulfill1 (as defined in Section
3.2) after expiration or termination of the VMI Program), NOKIA agrees
to transmit to BRIGHTPOINT via EDI advanced shipment notices
containing serialization data and, if applicable, sublocks. Each of
NOKIA and BRIGHTPOINT acknowledges and agrees that NOKIA shall retain
title to all Products held in NOK5 until the time of Product Issue (as
defined in Section 4.1) and until the time of Product Issue
BRIGHTPOINT will hold such Products as Bailed Inventory on behalf of
NOKIA. NOKIA will bear the risk of loss to deliver Products ++.
2.3 The minimum order quantity of any Product model shall be full location
amounts."
2. SECTION 3.2 - Section 3.2 is amended in its entirety to state as follows:
"All shipments of Product from NOKIA manufacturing plants to NOK5 will be
made F.O.B. ++ on NOKIA's designated freight carrier with freight charges
to be borne by ++. NOKIA will bear the risk of loss to NOK5 and arrange for
and absorb ++. Shipments from NOK5 to BRIGHTPOINT'S distribution center in
Plainfield, Indiana ("Fulfill1") will be made F.O.B. ++ on NOKIA's
designated freight carrier with freight charges, if any, to be borne by ++
(either "freight collect" or "freight prepay and add" as designated by ++).
++ will bear the risk of loss to the destination and arrange for and absorb
the cost of insurance to cover such shipments from NOK5 to Fulfill1. Upon
BRIGHTPOINT's receipt of each shipment from NOK5 into Fulfill1, BRIGHTPOINT
will xxxx the xxxx of lading with substantially the following phrase
"received in good condition except as noted, contents subject to complete
inspection/verification for hidden damages and/or shortages". Any claims of
loss or damage concerning the Products, other than for hidden damages
and/or shortages, shipped from NOK5 to Fulfill1 or drop-shipped for
BRIGHTPOINT must be reported to NOKIA immediately."
3. SECTION 3.3 - Section 3.3 is deleted in its entirety.
4. SECTION 3.4 - Section 3.4 is amended by adding the following sentence to
the end of such Section:
"Notwithstanding the foregoing, BRIGHTPOINT acknowledges and agrees that
Products shall not be drop-shipped to separate locations by NOKIA under the
VMI Program."
5. SECTION 4.1 - Section 4.1 is amended in its entirety to state as follows:
"The terms of payment shall be net due ++ days from date of invoice. NOKIA
shall invoice BRIGHTPOINT for the Products at the time of "Product Issue".
For purposes of this Agreement, the date of Product Issue is the date on
which ++. The date of Products Issue constitutes the point in time when
title to the Products is transferred from NOKIA to BRIGHTPOINT, and the
date on which NOKIA will create an invoice for the Products to BRIGHTPOINT.
If Product inventory levels exceed ++ Days of Supply as set forth in the
then current Forecast, and NOKIA, pursuant to Section 2.1, sells or
distributes the amount of Products exceeding ++ Days of Supply as set forth
in the then current Forecast to a third party customer of NOKIA, ++
6. SECTION 4.4 - Section 4.4 is amended in its entirety to state as follows:
"BRIGHTPOINT shall be responsible for all taxes, fees or other charges
imposed by any governmental entity arising with respect to (i) the sale of
Products by NOKIA to BRIGHTPOINT, and (ii) any BRIGHTPONT business
activities related to NOKIA Product management and distribution in the
State of Indiana, specifically including the Indiana Inventory Carrying
Tax. ++ will be responsible, with ++ `s assistance, for filing appropriate
tax documentation with the State of Indiana for the Inventory Carrying Tax.
Notwithstanding the forgoing, BRIGHTPOINT shall not be responsible for any
taxes that may be based on NOKIA'S net income or any import duties incurred
by NOKIA in bringing the Products into the U.S."
2
7. ADD SECTION 4.8 - Section 4.8, governing the retention of title in the
Products held in NOK5 as Bailed Inventory until Products Issue and
precautionary notice filings under the Uniform Commercial Code is hereby
added to this Agreement:
"4.8 NOKIA shall have the right at any time and from time to time to
file, in any filing office in any appropriate Uniform Commercial
Code jurisdiction, including the State of Indiana, any initial
financing statements and amendments thereto in a form
substantially similar to the statements attached hereto as
Exhibit A, that (i) indicate that NOKIA holds title to the
Products held in NOK5 until the time of Product Issue and that
BRIGHTPOINT holds such Products as Bailed Inventory until the
time of Product Issue and (ii) BRIGHTPOINT agrees to provide any
other necessary and appropriate information required by part 5 of
Article 9 of the Uniform Commercial Code of any relevant state or
such other jurisdiction for the sufficiency or filing office
acceptance of any such financing statement or amendment.
BRIGHTPOINT covenants with NOKIA as follows: (a) without
providing at least thirty (30) days prior written notice to
NOKIA, BRIGHTPOINT will not change its name or location of the
Bailed Inventory or organizational identification number if it
has one, (b) if BRIGHTPOINT does not have an organizational
identification number and later obtains one, BRIGHTPOINT will
forthwith notify NOKIA of such organizational identification
number, and (c) BRIGHTPOINT will not change its type of
organization, jurisdiction of organization or other legal
structure."
8. SECTION 5.7 - Section 5.7 is amended by adding the following sentence to
the end of such Section: ++
9. SECTION 8.2 - Section 8.2 is amended in its entirety to state as follows:
"BRIGHTPOINT shall not modify the Products while such Products remain in
NOK5 in any manner without the prior written approval of NOKIA. In addition,
BRIGHTPOINT shall not modify, remove, or alter the documentation accompanying
the Products without the prior written approval of NOKIA. If BRIGHTPOINT ++."
10. SECTION 8.3 - Section 8.3 is amended in its entirety to state as follows:
"During the Term of this Agreement, BRIGHTPOINT shall make available to
NOKIA, and NOKIA shall make available to BRIGHTPOINT the reports and
business information set forth in ATTACHMENT. 7" attached hereto and
incorporated herein.
11. SECTION 8.5 - Section 8.5 is amended in its entirety to state as follows:
"During the Term of this Agreement, BRIGHTPOINT agrees to provide NOKIA
with a work area in BRIGHTPOINT's facility located in Plainfield, Indiana,
equipped with (i) a "Pick Desk" for ++employees, (ii) telephones for ++
employees capable of making conference calls, (iii) Extra-Net capabilities
(Internet side of BRIGHTPOINT's firewall) for VPN (Virtual Private
Networking) access to allow such employees to link to the NOKIA network.
The work area, furniture and communications equipment will be provided ++.
NOKIA employees and representatives will be allowed reasonable access to
the BRIGHTPOINT distribution center to observe NOK5 inventory, and to
observe all processes related to the distribution of NOKIA Products to
NOKIA or BRIGHTPOINT customers."
12. SECTION 12.1 - Section 12.1 is amended in its entirety to state as follows:
"Unless sooner terminated in accordance with the provisions of this
Agreement, the initial term of this Agreement shall commence January l,
2002, and extend until December 31, 2004 ("Term"), provided, however, that
the ++ shall expire six (6) months from the Effective Date of this
Amendment No. 1 unless earlier terminated in accordance with the terms
herein. Notwithstanding the foregoing, the parties acknowledge and agree
(i) that the Agreement shall continue in full force and effect despite the
expiration or termination of the ++ unless earlier terminated in accordance
with the terms herein, and (ii) that the ++ shall automatically terminate
in the event the Agreement is terminated for any reason."
3
13. SECTION 12.3 - Section 12.3 is amended in its entirety to state as
follows:
"Upon ++ days prior written notice to the other party, either party may
terminate this Agreement, with or without cause, with the effective date of
such early termination to be not earlier than January 1, 2004.
Notwithstanding the foregoing, VMI Program described in this Agreement may
be terminated with immediate effect by written notice from NOKIA in the
event that there is a Change of Control of BRIGHTPOINT. "Change of Control"
will be deemed to have occurred if: (i) any person or entity becomes the
beneficial owner (as defined in Rule 13d-5 under the Securities Exchange
Act as in effect on the Effective Date), directly or indirectly, of
securities representing fifty percent (50%) or more of the combined voting
power of the outstanding securities of BRIGHTPOINT, or (ii) BRIGHTPOINT
becomes a subsidiary of some unrelated third party; or (iii) any unrelated
person or "Group" (within the meaning of Section 13(d)(3) of the Securities
Exchange Act as in effect on the Effective Date) acquires all or
substantially all of the assets of BRIGHTPOINT."
14. SECTION 12.4 - Section 12.3 is amended in its entirety to state as follows:
"Termination of this Agreement, howsoever caused, shall not terminate
obligations which occurred prior to the effective date of termination. In
addition, immediately upon termination of this Agreement for any reason,
except for NOKIA's breach or termination for convenience, all then-existing
Product inventory held in the NOK5 inventory up to a maximum quantity of ++
Days of Supply as set forth in the then current Forecast shall be deemed
purchased by BRIGHTPOINT at the then-current prices for such Products.
Ownership will transfer and an invoice submitted on the date of the
Products Issue. Moreover, upon termination of this Agreement for any
reason, for a period not to exceed ++ days, the parties shall continue to
perform their obligations under this Agreement so as to facilitate
transition of responsibility for distribution of NOKIA Products to a
different vendor or to NOKIA. All transition activities shall be conducted
so as to minimize disruption to the other party. Each party shall provide
all cooperation and assistance required or requested by the other and shall
identify and resolve, with the other party's reasonable assistance, any
problems that may impede or delay the timely completion of such transition
activities."
15. ADD NEW SECTION 18A - VENDOR MANAGED INVENTORY PROCESS-The following
Section 18.A, governing the parties' new VMI Program process, is hereby
added to this Agreement:
Upon the Effective Date, BRIGHTPOINT and NOKIA agree to institute the VMI
system, under which NOKIA will manage and own certain Product inventory for
BRIGHTPOINT's handset distribution business located in Plainfield, Indiana
(the "VMI Program"). Under the VMI Program, BRIGHTPOINT will provide a
Forecast of Products, pursuant to Section 2 herein, for the initial
transfer of Products to NOK5 to be held by BRIGHTPOINT as Bailed Inventory.
As BRIGHTPOINT requires additional Products, BRIGHTPOINT will, from time to
time, deliver to NOKIA a purchase order for the issuance of Products to
BRIGHTPOINT from NOK5 inventory. The VMI Program will remain in effect for
a period of ++ from the Effective Date of this Amendment No. 1, unless
sooner terminated in accordance with the terms hereof. Complete details
regarding the VMI Program are set forth in Attachment 10 attached hereto."
16. ADD SECTION 19.9 - Section 19.9, governing compliance with laws, is hereby
added to the Agreement:
"Each party shall comply, and cause its subcontractors to comply, with all
applicable federal, state and local laws, rules, regulations and orders,
including, but not limited to, those pertaining to employment."
17. ADD SECTION 19.10 - Section 19.10, governing disaster recovery, is hereby
added to the Agreement:
"BRIGHTPOINT has developed or shall develop a disaster recovery plan
defining an action plan to minimize any damages to NOKIA in case of a
severe damage to BRIGHTPOINT's distribution center in Plainfield, Indiana
which will impact the Products held in NOK5. BRIGHTPOINT shall submit a
copy of the plan to NOKIA within ++ days of the Effective Date of this
Amendment No. 1. BRIGHTPOINT will
4
use commercially reasonable efforts to resume its obligations under this
Agreement as soon as possible after disaster occurrence."
18. ADD SECTION 19.11 - Section 19.11, governing Product shrinkage, is hereby
added to the Agreement:
"BRIGHTPOINT is responsible for all theft, damage or destruction of
Products and related materials once such Products and materials are
received into the NOK5 inventory of Products, except with respect to the
negligent or intentional acts or omissions of NOKIA."
19. ADD SECTION 19.12 - Section 19.12, governing audit rights, is hereby added
to the Agreement:
"During the Term of this Agreement, each of BRIGHTPOINT and NOKIA will keep
and maintain accurate information and records related to all transactions
under this Agreement. Upon the other party's written request, and with at
least ++ days' prior written notice, each party will provide access to such
information and records for examination and audit by the other party or an
independent certified auditor provided by such other party. The party
requesting the audit will pay all costs of such examination and audit."
20. ADD SECTION 19.14 - Section 19.14, governing Brightpoint insurance
requirements, is hereby added to the Agreement:
"BRIGHTPOINT shall maintain in full force and effect during the Term of
this Agreement insurance coverages as specified in Attachment 11".
21. ATTACHMENTS - The Attachments to the Agreement are amended/added as
follows:
ATTACHMENT 4 (Receiving Requirements) - Amended as per new Attachment 4
ATTACHMENT 7 (Business Information) - Amended as per new Attachment 7
ADD NEW ATTACHMENT 10 -Vendor Managed Inventory Process Statement of Work
ADD NEW ATTACHMENT 11 - Insurance Requirements
ADD NEW SCHEDULE 4.1 - Freight Charges
22. GENERAL - Except as expressly set forth above, this Amendment No. 1 to the
Agreement does not supersede or amend any of the other terms and conditions
of the Agreement, which shall continue in full force and effect. This
Amendment No. 1 shall bind and inure to the benefit of each of the parties
hereto and their respective successors and assigns. The parties represent
and warrant to each other that the undersigned are authorized to execute
this Amendment No. 1. Defined terms used but not defined herein shall have
the respective meanings ascribed to them in the Agreement.
NOKIA INC. BRIGHTPOINT NORTH AMERICA L.P.
By: Brightpoint North America, Inc.,
its general partner
By: /s/ Xxxx Xxxxxxxxxx By: /s/ J. Xxxx Xxxxxx
-------------------------------- -----------------------------------
Name: Xxxx Xxxxxxxxxx Name: J. Xxxx Xxxxxx
------------------------------ ---------------------------------
Title: VP Sales Title: President
----------------------------- --------------------------------
Date: December 20, 2002 Date: December 19, 2002
------------------------------ ---------------------------------
5
EXHIBIT A
UCC FILING STATEMENT
UCC FINANCING STATEMENT
State Form 50181 (5-01)
Approved by State Board of Accounts, 2001
FOLLOW INSTRUCTIONS (FRONT AND BACK) CAREFULLY
-------------------------------------------------------
A. NAME AND PHONE OF CONTACT AT FILER (optional)
-------------------------------------------------------
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
[ ]
[ ]
-------------------------------------------------------
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor (1a or 1b) - do not abbreviate or combine names
------------------------------------------------------------------------------------------------------------------------------
1a. ORGANIZATION'S NAME
OR BRIGHTPOINT NORTH AMERICA L.P.
------------------------------------------------------------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
000 Xxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 XXX
------------------------------------------------------------------------------------------------------------------------------
ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF 1g. ORGANIZATIONAL ID #, if any
ORGANIZATION ltd partnership ORGANIZATION
DEBTOR DELAWARE [ ] NONE
------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor (2a or 2b) - do not abbreviate or combine names
------------------------------------------------------------------------------------------------------------------------------
2a. ORGANIZATION'S NAME
OR -------------------------------------------------------------------------------------------------------------------------
2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
------------------------------------------------------------------------------------------------------------------------------
ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF 1g. ORGANIZATIONAL ID #, if any
ORGANIZATION ORGANIZATION
DEBTOR [ ] NONE
------------------------------------------------------------------------------------------------------------------------------
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE S/P) - insert only one secured party name (3a or 3b)
------------------------------------------------------------------------------------------------------------------------------
3a. ORGANIZATION'S NAME
OR NOKIA Inc..
-------------------------------------------------------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
000 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 XXX
------------------------------------------------------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following collateral:
------------------------------------------------------------------------------------------------------------------------------
This is a protective filing and does not, and is not intended to,
create a security interest in any property of Bailee. This filing is
intended to protect Xxxxxx'x interest in Xxxxxx'x inventory of
Nokia-branded wireless telecommunications handsets held by Bailee as
bailed inventory in the "NOK5" warehouse under a vendor-managed
inventory program pursuant to that certain Distributor Agreement dated
October 29, 2001 by and between Xxxxxx and Bailee, as amended.
------------------------------------------------------------------------------------------------------------------------------
5. ALTERNATIVE DESIGNATION (if applicable): [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/XXXXXX
[ ] SELLER/BUYER [ ] XX XXXX [ ] NON-UCC FILING
------------------------------------------------------------------------------------------------------------------------------
6. [ ] This FINANCIAL STATEMENT is to be filed (for record) (or 7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
recorded) in the REAL ESTATE RECORDS, Attach Addendum (if (ADDITIONAL FEE) (optional)
applicable) [ ] All Debtors [ ] Debtor 1 [ ] Debtor 2
------------------------------------------------------------------------------------------------------------------------------
8. OPTIONAL FILER REFERENCE DATA
------------------------------------------------------------------------------------------------------------------------------
FILING OFFICE COPY - INDIANA UCC FINANCING STATEMENT
ATTACHMENT 4
BRIGHTPOINT RECEIVING REQUIREMENTS
BRIGHTPOINT
BRIGHTPOINT INBOUND SPECIFICATIONS
TABLE OF CONTENTS
Page Number
Table of Contents......................................................... 1
I. Brightpoint Inbound Shipping Specifications............................... 2
II. Delivery Scheduling Procedures............................................ 2
III. Xxxx of Lading Requirements............................................... 2
IV. Packaging List Requirements............................................... 2
V. Vendor Packing Requirements............................................... 3
VI. Vendor Pallet Specifications.............................................. 3
VII. Vendor Labelling Requirements............................................. 3
VIII. General Merchandise Packing and Labelling Violations and Fees............. 4
IX. Brightpoint Appointment Request Form...................................... 5
X. Brightpoint Air Freight Shipping Notification............................. 6
XI. Item Code Specific Information Sheet...................................... 7
XII. Example of Shipment Non-Conformance Form.................................. 8
1 of 8
I. BRIGHTPOINT INBOUND SHIPPING SPECIFICATIONS
The carrier must contact Brightpoint's Inbound Clerk at (000) 000-0000 (ext.
2261) to schedule an appointment for each delivery prior to the actual delivery
date in accordance with the Delivery Scheduling Procedures set forth below.
Receiving hours are between 6:00 am and 6:00 pm (EST) Monday through Friday.
Brightpoint's receiving schedule is made on a first-call, first-serve basis.
Brightpoint reserves the right to refuse or reschedule shipments/trailers that
arrive unscheduled and/or are more than one hour late.
All items, products or otherwise, are to be shipped according to the terms and
conditions of the purchase order or contract. Unless specified otherwise, all
shipments shall be collect FOB Origin City.
Brightpoint's Receiving Department requires a 24-hour electronic ASN (Advanced
Shipping Notice) with the following items: purchase order number, item,
quantity. The following items must be unique: pallet id, carton id, serial or
IME/ESN/MSN number, and sublocks (for handsets). For additional information
regarding ASN requirements contact Brightpoint's Director of Information
Technology at (800) 952-2355 ext. 2314.
The carrier must provide Brightpoint with a valid PO# or RA# in order to
schedule a shipment. If the carrier has a valid PO#, Brightpoint's Receiving
Clerk will verify the validity of the PO# using Brightpoint's Warehouse
Management System, issue a RA#, and schedule an appointment in the next
available opening. A RA# will be accepted and appointment will be set at that
time. If the PO# is not valid, Brightpoint's Receiving Clerk will investigate
the matter. Supplier agrees to cooperate with and assist the Brightpoint
Purchasing Department and the National Brightpoint receives the necessary
information, Brightpoint will contract the carrier to schedule the appointment.
II. DELIVERY SCHEDULING PROCEDURES
All freight shipments must be scheduled for a delivery appointment 24 hours
prior the actual delivery arrival of the shipment. The carrier should send the
correct APPOINTMENT REQUEST FORM (included on the following pages) as soon as it
receives the shipment. This practice will help expedite the shipment into
Brightpoint's facility and help eliminate any additional transit time.
The following information is required for all appointment requests:
o carrier name
o vendor name
o all valid PO#s
o number of cartons for each PO
o total cartons/total pallets
o weight of shipment
o xxxx of lading number
o carrier PRO number and/or shipment number
Without this information, NO delivery appointment can be scheduled.
AIR FREIGHT SHIPMENTS
For all expedited shipments (e.g. air freight), vendors must follow these
procedures when making an appointment.
SMALL PACKAGE CARRIER SHIPMENTS
Small package carrier (i.e. UPS, Airborne, Federal Express) shipments are
limited to no more than 200 pounds or 10 boxes per shipment, per d ay. Shipments
exceeding these criteria will be treated as receipts without an appointment. For
shipments of 200 pounds/10 cartons or greater, vendor must contact Brightpoint's
Freight Manager at (000) 000-0000 extension 2227 for assistance with carrier
information.
III. XXXX OF LADING REQUIREMENTS
THE FOLLOWING XXXX OF LADING REQUIREMENTS ARE MANDATORY. FAILURE TO COMPLY WITH
THESE INSTRUCTIONS COULD RESULT IN COSTLY DELAYS.
All Shipments regardless of mode or FOB status must be accompanied by a Xxxx of
Lading. The Xxxx of Lading must include the following:
o vendor name
shipping address
city, state and zip code
o Brightpoint destination
street address
city, state and zip code
o xxxx to address
o freight payment terms
o actual ship date
o carrier
o trailer number
o seal number
o total number of cartons, pallets, and gross weight of shipment
o product descriptions
o Brightpoint's PO#
-----------------
If shipping multiple purchase order numbers together, all numbers must be
listed with a carton break down by purchase order.
o "Shipper load and Count" (actual carton quantity the carrier picked up from
the vendor or shipper) printed on the Xxxx of Lading when a trailer is
loaded and sealed without the driver being afforded the opportunity to
count or inspect the freight.
Carriers are responsible for the Xxxx of Lading carton quantities; consequently,
shortages will result in a freight claim against the carrier. However, any unit
discrepancies received against the packing list are the vendor's responsibility.
IV. PACKING LIST REQUIREMENTS
The following packing list requirements apply to each shipment:
o Only one PO# per carton
o Only one PO# per packing list
o The packing list must be placed in a removable envelope or pouch and must
be attached to the outside facing of carton, not on tip, located at the
tail end of the trailer where possible. The carton with the packing list
should be clearly marked "Packing list Enclosed."
o The packing list must match the contents of the shipment.
o Packing lists for partial shipments MUST only list the units shipped.
o Packing lists labeled with only "PARTIAL SHIPMENT" is not acceptable.
o For small package carrier deliveries (i.e. UPS, RPS, Fed Ex), each carton
must have a copy of the complete packing list, detailing the contents of
the total shipment.
2 of 8
An accurate and legible packing list must accompany each shipment to
Brightpoint's facility. The packing list MUST include the following:
o vendor name
shipping address
city, state, and zip code
o Brightpoint destination
street address
city, state, and zip code
o Brightpoint's PO#
o vendor's invoice number
o routing used on the shipment (i.e., carrier name)
o product description
o model number/Brightpoint Part #
o quantity shipped per SKU
o number of cartons of the total shipment
V. VENDOR PACKING REQUIREMENTS
All products must be packaged to conform to good packaging procedures. Proper
packing material must be used to ensure adequate protection of product. If there
is loss and/or damage of a product due to poor packaging, Brightpoint will file
a claim with the appropriate carrier. In the event that a claim is not collected
from the carrier, the claim will then be processed against the shipper, and the
charges will be deducted from payment of invoice.
All products must be palletized with labels facing outward. Only empty cartons
can be neated (stacked in the middle) for the purpose of stabilizing the load.
Product must be shipped in a standard master pack. Changes to the master carton
must be communicated to Brightpoint's Receiving Department one week in advance
of shipment.
All master cartons and/or pallets received at Brightpoint's facility must
conform to a standard Unit of Measure ("UOM"). This UOM must remain constant for
the life of the product, until Brightpoint is notified. Notice of changes made
to the master carton and/or standard pallet configuration will need to be sent
to Project Manager of Operations, Brightpoint North America L.P., 000 Xxxxxxx
Xxxx, Xxxxxxxxxx, XX 00000 or call (000) 000-0000 (Ext. 2202).
Ship one item per master carton. For master cartons that contain more than one
item, the carton must be labeled "mixed". All shipments must be in full master
carton quantities. Partial cartons will only be accepted if it is marked as
"partial". The amount of mixed or partial cartons must be kept to a minimum
quantity of cartons for each shipment. Only one PO# should be shipped within a
carton.
Product must be loaded onto a trailer by PO#, then by SKU. Multiple purchase
orders must not be mixed on multiple pallets or across trailers. For mixed Pos
across pallets or across trailer please fill all pallets with the same PO and
SKU. Mixed SKUs on a pallet must be signed accordingly.
Palletized product must be shipped on 40" x 48" x 40" GMA 4-way pallets in
accordance with the pallet specifications set forth below. All cartons must fit
entirely on pallets without any overhand. Product must not be stacked higher
than 48" on the pallet including the height of the skid.
CONVEYABLE LOOSE PIECE CARTON SIZES AND WEIGHTS
---------------------------------------------------------
Length Width* Height** Weight
---------------------------------------------------------
Minimum 12" 7" 6" 1/2 -1 lb.
---------------------------------------------------------
Maximum 24" 20" 13" 45 lbs.
---------------------------------------------------------
Average 12" 10" 6" 3 lbs.
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Average length for speed and rate of calculations = 12" Clarification: The
minimum weight for any item is1/2lb. and items over 12" in length must
weigh1/2lb./ft of length. Therefore, the minimum weight for a 24" item is 1 lb.
CONVEYABLE FULL CASE CARTONS AND KITS
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Length Width* Height** Weight
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Minimum 18" 10" 6" 5#
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Maximum 28" 18" 23.5" 45#
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Some combinations of the dimensions may be unstable when conveyed. The following
rules apply to cartons that are in good condition and uniformly weighted:
o Carton width must be less than carton length.. (W
