DISTRIBUTION AGREEMENT
AGREEMENT, commencing on the 1st day of May, 2000, by and between WORDS
Distributing ("Distributor"), 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxxxx 00000, a
division of Book People Employees Association, a California corporation, and,
XxxxxxxxXxxxxxx.xxx Publishing, ("Publisher"), 0000 Xxxx Xxxxx, Xxxx Xxxxxxxxx,
XX, Xxxxxx X0X 0X0 for sales and distribution of Publisher's books and related
materials by Distributor in the territories and under the terms and conditions
set forth below:
1. TERRITORY
1.1 EXCLUSIVE RIGHTS Publisher appoints Distributor to act as its exclusive
agent for sales of its books to the book trade, including but not limited to
general and specialty bookstores, book wholesalers (including library jobbers
and I.D. wholesalers), warehouse clubs, direct mail catalogs, book clubs,
department stores, college bookstores, public libraries and school libraries in
the United States of America.
1.2 NON-EXCLUSIVE RIGHTS Publisher shall appoint Distributor to act as its
non-exclusive agent for sales of its books to other types of outlets which
purchase books for resale or final consumption, including but not limited to
institutions and specialty retailers and wholesalers.
2. OWNERSHIP OF TITLES Publisher's inventory is on consignment to Distributor
and remains the property of the Publisher until books are invoiced by
Distributor. Inventory again becomes the property of Publisher when and if a
customer returns books to Distributor and Distributor issues credit against
Publisher's sales.
3. PERFORMANCE BY DISTRIBUTOR
3.1 TRADE NOTIFICATION Distributor will notify all appropriate trade accounts
that it has undertaken distribution of Publisher's books. It will also notify
such trade media as Publisher's Weekly, Bookselling This Week and other
appropriate media.
3.2 SALES REPRESENTATION
3.2.1 Distributor will maintain and manage a nationwide sales force, to be made
up of in-house and independent sales representatives, for the purpose of
soliciting orders from bookstores and other trade accounts, such representation
to include fair and reasonable presentation of Publisher's books at the national
chains and national and regional wholesalers.
3.2.2 Distributor will endeavor to maximize sales for Publisher's new and
backlist books through trade outlets, with consideration given to Publisher's
expectation for sales and consistent with Publisher's level of promotion
publicity and advertising for such books as well as with sound business
practices within the publishing industry.
3.2.3 Distributor will conduct sales conferences for trade representatives
before the commencement of each selling season. Publisher's new titles will be
presented at these conferences by Distributor.
3.2.4 Distributor will exhibit at its own expense at the annual BEA trade show
and selected national and regional trade and library conventions as determined
by Distributor, representing Distributor's complete line of publishers and
titles. For those publishers who wish to attend shows and represent their own
lines in Distributor's booth, Publisher will be charged a prorated fee based on
the space used. Space for publisher display may be limited. Publishers may also
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elect to display separately at any of these shows or conventions.
3.2.5 Distributor will provide its major trade accounts with sample copies of
Publisher's books (see Paragraph 4.9) and will keep them apprized of significant
review attention, promotion, publicity and advertising.
3.3 CUSTOMARY DISTRIBUTION SERVICES Distributor will perform the following
services which are customarily rendered by a book distributor, and bear the cost
of the necessary materials and staff: order taking and processing, invoicing,
shipping, receiving, customer service, and collection of accounts receivable.
3.4 SUPPLEMENTAL FEES AND CHARGES Publisher will be charged for supplemental
services at Distributor's standard rates for services provided to Publisher by
Distributor. These charges may be levied for: stock transfer, coop advertising,
title delay or cancellation, sales materials, inventory overstock, stickering,
re-jacketing, review copy mailing (see Exhibit A).
3.5 INVENTORY MAINTENANCE Warehousing: Distributor will warehouse quantities of
Publisher's stock sufficient to fill six months demand in a clean, dry, secure
facility.
3.6 CHARGE FOR EXCESS INVENTORY If after one year from publication date,
Distributor is holding an excess supply of any of Publisher's book, Distributor
may, on 30 days' notice, return to Publisher, at Publisher's expense, any or all
excess inventory. Excess is defined as inventory in excess of six month's
projected sales demand based on a book's net sales for the previous six months.
If Publisher requests and Distributor is able, Distributor will continue to
store Publisher's excess inventory at a rate of $0.02 per book per month. Fifty
(50) copies or carton amount near 50 will be warehoused free of charge for the
life of each title.
3.7 PHYSICAL INVENTORY COUNT Distributor will conduct a physical inventory of
Publisher's stock annually and will send a report detailing any discrepancies to
Publisher within thirty (30) working days of said inventory.
3.8 INSURANCE Distributor will insure Publisher's inventory on consignment at
Distributor's warehouse at Distributor's expense.
3.9 SALES AND MANAGEMENT REPORTS
3.9.1 Distributor will provide a monthly summary of the previous month's sales
and returns activity on a per-title basis, by units and by gross xxxxxxxx and
xxxxx credits; a report of amount due to Publisher and a payment schedule for
same; an accounting of books received during the month; and accounting of books
removed from inventory (for sales and promotion, as hurt, for bulk shipment, and
as Publisher withdrawals).
3.9.2 Distributor will provide a monthly summary of the previous month's sales
by territory and account type (independent retail, national chain, wholesale,
etc.) on a per-title basis, by units and gross xxxxxxxx and xxxxx credits.
3.9.3 Distributor will provide a monthly summary of the previous month's
backorders for Publisher's not-yet-published and out-of-stock titles.
3.9.4 Distributor will provide monthly summary of "hurts", books damaged through
handling.
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3.10 ADVERTISING AND PROMOTION SERVICES BILLABLE TO PUBLISHER
3.10.1 Twice a year, Distributor will prepare and print a complete catalog of
all titles sold by Distributor, for which Publisher will be charged back a
pro-rata share of the costs less 25% which will be underwritten by Distributor.
Catalog will be mailed to trade accounts and supplied to sales reps in the
field.
3.10.2 Distributor and Publisher may mutually agree to place advertising in
Publishers Weekly or other trade vehicles, in which case Publisher will be
charged back a pro-rata share of the costs less 25%, which will be underwritten
by Distributor.
3.10.3 All production costs, and all publicity, promotion and advertising costs
that have not been assigned to Distributor by this Agreement, are the sole
responsibility of Publisher.
4. PERFORMANCE BY PUBLISHER. Publisher agrees to:
4.1 Supply Distributor with proper ISBN numbers, copyright information,
specifications and prices sufficiently far in advance for Distributor to prepare
order forms and other sales materials required by Distributor and its sales
force. Publisher will also supply Distributor with a "tip sheet" containing
pertinent information about new titles and their authors, as well as jackets,
covers, advance reading copies and other materials as may be required to
facilitate sales efforts.
4.2 Promptly notify Distributor in writing of any changes in title, author,
price, publication date or other relevant information.
4.3 Supply X.X. Xxxxxx with appropriate Advance Book Information for Books in
Print, and notify Xxxxxx of any changes in relevant information.
4.4 Provide editorial information and cover graphics for the purpose of
cataloging in accordance with Distributor's schedule (see Exhibit B).
4.5 Inform Distributor of production schedules for new titles and reprints, and
promptly notify Distributor if changes occur in these schedules.
4.6 Provide Distributor not less than sixty (60) days written notice before
orders for any new titles are to be solicited.
4.7 Include the following notice in Publisher's catalogs: Distributed to the
Trade by (Distributor name, address, phone and fax numbers)
4.8 List Distributor in any trade ads.
4.9 Provide up to fifty (50) sample copies of each book for Distributor's sales
purposes, and as needed and mutually agreed upon, review copies for Booksellers.
4.10 Pay the costs of listing its titles on microfiche and in catalogs at
Xxxxxx, Xxxxx & Xxxxxx and other accounts which assess such fees, which costs
are deducted from payments due Distributor. Distributor will provide a statement
of these costs with Publisher's monthly report.
4.11 Promptly notify Distributor when Publisher intends to cease printing any
title, or has made any sales of edition, format or ownership rights of its books
in the United States or Canada.
4.12 MANUFACTURE AND DELIVERY Publisher agrees to perform the following:
4.12.1 Supply Distributor such quantities of books as may be required to fill
Booksellers' purchase orders.
4.12.2 Pay all transportation costs to supply Distributor.
4.12.3 Ship according to Distributor's shipping requirements (see Exhibit C).
4.12.4 Bear risk of loss of books until their delivery to and acceptance by
Distributor at Distributor's facility.
4.12.5 Furnish all new titles and reprints with retail prices, ISBN's and bar
codes. Distributor
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reserves the right to require such changes as may be necessary to effectively
sell and distribute Publisher's books in the future. Publisher agrees to
compensate Distributor for any charges that may be incurred should these
requirements not be met.
4.13 TRANSFER OF ORDERS Publisher will promptly forward all orders it receives
from the book trade to Distributor for processing, and endeavor to inform its
customers that its books may be ordered from Distributor or its sales
representatives.
5. TERMS AND CONDITIONS OF SALES TO DISTRIBUTOR'S CUSTOMERS
5.1 Publisher agrees to allow Distributor to sell Publisher's books in
combination with books of other publishers represented by Distributor for
discounts under its current schedule (see Exhibit D), which are subject to
change from time to time.
5.2 Distributor will not sell Publisher's books at a discount greater than 55%
off retail without the express consent of Publisher.
5.3 Retail prices are at the sole discretion of the Publisher.
5.4 ORDER FULFILLMENT AND RETURNS PROCESSING
5.4.1 Publisher agrees to allow Distributor to ship its books in a manner it
deems appropriate for maximum efficiency of its fulfillment operation and in
order to minimize freight costs to its customers.
5.4.2 Publisher agrees to allow Distributor to use its own discretion in
accepting books returned for credit, and in determining which books returned to
Distributor are unacceptable for sale, or "hurt". Distributor will return hurt
books to Publisher at Publisher's expense unless instructed to destroy them.
5.4.3 Distributor will be entitled to retain an amount equal to 4% of
Publisher's monthly gross credits issued as a service charge for processing
returns of Publisher's books.
5.5 ASSIGNMENT OF ACCOUNTS RECEIVABLE Publisher conveys, transfers and assigns
to Distributor all of Publisher's right, title and interest to accounts
receivable for sales of Publisher's titles by Distributor to Distributor's
accounts.
5.6 SALE ON CONSIGNMENT Publisher agrees to allow Distributor to sell
Publisher's books on consignment, where the marketplace requires such terms.
Publisher's monthly reports will detail inventory transfers to consignment
accounts, and sales made by such accounts. Sales made by such account, minus
returns credited to their customers, will be paid according to terms outlined in
Section 8 of this Agreement.
5.7 EXTENSION OF CREDIT
5.7.1 Publisher acknowledges that the extension of credit to any customer is at
the sole discretion of Distributor, which assumes the risk and the
responsibility of collecting monies owed it.
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5.7.2 Notwithstanding the foregoing, Publisher may at any time request
Distributor to grant credit to a customer to whom it would normally refuse to
grant credit, or to extend the amount of credit or length of time normally
extended under Distributor's terms of sale. Distributor may grant such requests,
but will under no obligation to pay Publisher for any sale to such customer
unless and until the amount due is actually paid to Distributor, and any
expenses incurred by Distributor in collecting the amount due is reimbursed to
it by Publisher. In the event the amount due is deemed bad debt, Distributor
will not be further obliged to Publisher for such sales; or if Distributor has
made payment for such sales, in full or in part, Publisher will be liable to
Distributor for the full amount previously paid, with payment to be deducted
from current payment due publisher.
6. LENGTH OF AGREEMENT
6.1 This agreement shall commence on the date of its execution and shall
continue in full force and effect for a period of twenty-four (24) months from
that date. Agreement shall automatically renew on its anniversary date for
twelve (12) month periods thereafter. Either party may terminate this Agreement
after the initial term or any succeeding term by giving the other party at least
six (6) months prior written notice.
6.2 Notwithstanding the foregoing, either party may terminate this agreement at
any time upon at least thirty (30) days written notice to the other party if
there has been a substantial failure on the part of either party to perform an
obligation agreed to herein and such failure is not rectified in a reasonable
amount of time.
7. COURSE OF TERMINATION OF AGREEMENT AND CONCLUSION OF SERVICES
7.1 Performance of duties. Upon notice of termination, Distributor shall
continue performing all distribution services required under this Agreement for
the period between notification and the actual Termination Date. Publisher shall
continue performing its obligation as stipulated in this Agreement for the
period between notification and the Termination Date.
7.2 Payment. Distributor will calculate an appropriate reserve against returns
based on gross sales and returns rate. Beginning with the month after notice of
termination, Distributor shall withhold from monies it would otherwise pay to
Publisher an amount no less than the calculated returns reserve plus any
outstanding fees and charges. Distributor will issue a final accounting and will
make its final payment for net sales minus fees and charges no later than one
year from Termination Date.
7.3 Return of inventory. Within forty-five (45) days after the Termination Date,
Distributor shall return all copies of Publisher's books in Distributor's
warehouse to a location specified by Publisher, the cost of which return shall
be borne by the party initiating the termination of this Agreement unless the
termination is for uncured breach, in which case the breaching party shall bear
the cost.
7.4 Acceptance of returns. Distributor agrees to accept returns of Publisher's
books for a period of six (6) months following the Termination Date. Publisher's
books received as returns after Termination Date will be returned at Publisher's
expense at intervals mutually agreed upon by Distributor and Publisher.
7.5 In the event of notice of termination, Publisher may contract with a new
distributor effective on the Termination Date, and such new distributor may
commence its activities on or after such a date, it being understood that in no
event will such distributorship titles distributed by Distributor until the day
following Termination Date.
7.6 Distributor agrees to forward all orders to Publisher for a period of six
months after the
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Termination Date. Such orders will be sent to Publisher on a weekly basis and
Publisher shall be charged at a rate of $5.00 per batch per week.
7.7 If Bookpeople continues to carry Publisher's books on a nonexclusive
wholesale basis after the termination of this exclusive agreement, other
arrangements will be made to protect the interests and needs of both Distributor
and Publisher.
8. TERMS OF PAYMENT TO PUBLISHER
8.1 Distributor will pay Publisher seventy-five (75) percent of the net sale to
Distributor's accounts.
8.2 The amount due Publisher for any given month's sales will be paid on the
following schedule.
50% of total amount due 90 days after the end of the month
50% of total amount due 120 days after the end of the month
8.3 Returns from Distributor's customers will be deducted from Publisher's sales
the same month the customer is credited.
8.4 Chargebacks. Distributor will provide a monthly statement of charges for
services performed under the terms of this agreement. Monies owed Distributor
for performing such services will be deducted from Publisher's current payment.
8.5 Reimbursement for a Negative Account Balance. With respect to any situation
where the Publisher's account balance is in deficit due to Bookseller's return
for which Distributor has previously remitted the Publisher's payment, Publisher
shall pay Distributor within sixty (60) days after the end of the month in which
Publisher's balance becomes negative, a sum equal to the deficit balance on
Publisher's account. Distributor also retains the right to offset for such
deficit.
8.6 MONIES HELD AGAINST RETURNS
8.6.1 Distributor will hold a reserve against future returns based on 25% of
Publisher's gross sales calculated on the sum of each month's sales during the
first year of this agreement, and on a 12 month rolling average thereafter.
Distributor reserves the right to adjust the amount held in reserve fund to a
reasonable percentage it deems prudent if returns are higher than the historic
norm.
8.6.2 Publisher agrees that Distributor may establish a higher reserve
percentage for any title deemed "high risk" by Distributor, provided that
Publisher is so notified in writing.
9. SHRINKAGE. Distributor will be liable for inventory shrinkage over 2% per
title of the total number of copies of each title warehoused during the year by
Distributor. Shrinkage is defined as inventory that cannot be accounted for, and
does not include books damaged in the normal course of handling or shipping, or
destroyed or damaged in the case of fire, flooding or theft from Distributor's
premises. Distributor's liability for shrinkage in excess of 2% will be the
number of copies in excess of 2% times the lesser of the publisher's unit cost
or 20% of the retail price. Shrinkage will be reported thirty (30) days after
the physical inventory. Any shrinkage payment due will be made thirty (30) days
after the report is issued.
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10. REMAINDERING
10.1 Publisher may at any time remainder all of or part of its inventory of
books, provided it has given Distributor not less than thirty (30) days' notice.
Publisher will be responsible for all costs incurred in making the sale,
including the cost of processing and shipping.
10.2 Publisher agrees to allow Distributor to continue to accept returns of
books sold at full price prior to remaindering.
11. CHARGE FOR DELAY OR CANCELLATION OF NEW BOOKS To defray the costs incurred
by Distributor in re-selling or canceling orders for books intentionally or
otherwise delayed more than six months past the announced publication date, as
published in Publisher's seasonal catalogs, or in the event the title is
canceled entirely, Publisher agrees to pay a penalty of $250 per title so
delayed or canceled.
12. INSPECTION Distributor will permit Publisher to inspect Publisher's books in
inventory at any time during normal business hours given ten (10) working days
notice.
13. NOTICES Any written notices required or permitted under this Agreement shall
be deemed to be delivered when personally delivered, or when deposited by mail,
postage prepaid, addressed to the other party at its address set forth on page 1
of this Agreement, except that any notice required under Section 6 shall be
delivered by certified mail, return receipt requested. Either party may change
its address by notice delivered in accordance with this paragraph.
14. WARRANTIES AND INDEMNIFICATION Publisher warrants that it has the power to
enter into this agreement and to grant to Distributor the rights granted herein;
and that the books and/or any advertising, promotion, or publicity issued in
connection therewith do not in the whole or in part infringe any copyright or
violate any right of privacy or other personal or property right, or contain
obscene, libelous, or other matter contrary to law. Publisher will defend,
indemnify and hold Distributor harmless from any loss, expense (including
attorney's fees), or damages occasioned by any claim, demand, motion or suit
arising out of any breach of the foregoing warranties.
15. WAIVER A waiver by either party of any of the terms and conditions of this
agreement in any instance will not be deemed or construed to be a waiver of such
terms or conditions for the future.
16. SEVERABILITY If any term, provision, covenant or condition of the Agreement
is held invalid or unenforceable for any reason, the remainder of the provisions
of this Agreement shall continue in full force and effect as if this Agreement
had been executed with the invalid portion eliminated.
17. MODIFICATION AND/OR ASSIGNMENTS This agreement may not be modified unless in
writing and signed by both parties. Either party may assign this agreement, with
written notice of such assignment made to the other party, detailing the name,
address and principals of the assignee, notice to be provided no less than 10
days in advance of any such assignment. This Agreement shall inure for the
benefit of, and shall be binding upon, the successors and assigns of each of the
parties.
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18. FORCE MAJEURE Notwithstanding anything to the contrary in this Agreement,
the parties hereto shall each be excused from performance of their respective
duties and obligations hereunder while and to the extent that performance is
prevented by an act of God, strike or labor dispute, war or war condition, not,
civil disorder, government regulations, embargo, fire, flood, accident,
earthquake or any cause beyond the reasonable control of such party.
19. PRELIMINARY DISPUTE RESOLUTION: Both parties agree to exercise good faith
efforts in dispute resolution. Such good faith efforts will encompass, but are
not limited to the following: (1) Immediate communication with the other party
of perceived problems with any aspect of the business relationship; (2) Mutual
respect for each party's business and staff; and (3) Informal resolution of
disputes if possible.
19.1 ARBITRATION OF DISPUTES If a dispute is not informally resolvable, the
parties agree to and shall arbitrate the dispute in the State of California. The
arbitration process shall be through selection of a neutral, third party
arbitrator under the rules, regulations, and procedures of the American
Arbitration Association. The parties agree that the arbitrator's written
decision shall be final and binding upon the parties in conformity with the
purpose of this section. The arbitrator's decision may be enforced in a court of
appropriate jurisdiction. All fees and expenses relating to the arbitration
and/or litigation (including attorneys fees and legal costs) incurred by the
prevailing party shall be paid to the prevailing party by the non-prevailing
party.
20. GOVERNING LAW The validity, interpretation and performance of this Agreement
shall be governed by and construed under the laws of the State of California
without giving effect to principles of conflict of law.
21. ENTIRE AGREEMENT This agreement contains all of the agreements between the
parties with respect to the subject matter hereof, and no other agreement,
understanding or representation, whether written or oral, shall supersede,
modify, amend or otherwise alter the date hereof.
IN WITNESS WHEREOF, each of the parties have authorized their representative to
execute this agreement.
/s/ [ILLEGIBLE] 03/06/00
------------------------------------- ------------
Publisher
/s/ [ILLEGIBLE] 02/28/00
------------------------------------- ------------
Distributor
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EXHIBIT A
SUPPLEMENTAL FEES AND SERVICES
STICKERING $.10 per book, labels provided by publisher
RE-JACKETING $.25 per book, jackets provided by publisher
PUBLISHER WITHDRAWALS AND BULK TRANSFERS
All freight costs will be charged to Publisher's account.
Handling fees:
Minimum charge: $5.00
2-9 full cases $2.50 per case
10 or more full cases $1.00 per case
1 full original pallet $10.00
Process review copies with labels provided, $1.00 each
Other special warehouse services, such as: special packing for display dumps,
prepacks, assortments; special inspection of shipments from printers/binders,
etc. $20.00 per hour
Note: Fees are subject to change
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WORDS CALENDAR
EXHIBIT B
For publisher reference, July 30 1997 revision. Your deadlines in bold.
--------------------------------------------------------------------------------
JANUARY FEBRUARY MARCH
Early Early Early
Sales & Mktg review 2/1 Fall title Operations review
information and cover
graphics due
1-1, Sign new publishers Title forms Middle
for Fall catalog B&W graphics Marketing meetings
Line art for full page begin
Solicit Fall title catalog spreads
information Hot Words meeting
Middle BEA promotion and Budgeting
Operations review attendance plans
Late Solicit Sales
Sales survey back Conference Materials
Travel arrangements for
Sales Conference
--------------------------------------------------------------------------------
APRIL MAY JUNE
Early Early Early
4/1 Sales Conference Sales Conference BEA
Materials due. Color Color repros of covers
graphics for slides for sales kits (color Middle
xeroxes) Sales & Mktg review
Middle
Solicit BEA materials New publishers backlist Late
in the building Advertising meeting
Prep for Sales Conference
BEA materials due Sales survey back
Marketing meetings end Color cover posters
Catalogs and promo
Advertising meeting materials
Stocking orders, new pubs Middle
Mail sales kits surveys
Data entry for sales kits
done Late
BEA
Late
Printed catalogs
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
JULY AUGUST SEPTEMBER
Early Early Early
Operations review 8-1 Sign new publishers for 9-1 Spring title
Spring information due
XXX Xxxxx space decision Title forms
Solicit Spring title B&W graphics
catalog information Line art for full
page spreads
Solicit regional materials
Middle
Fall regionals start
Late Revisit budget
Regional materials due
--------------------------------------------------------------------------------
OCTOBER NOVEMBER DECEMBER
Early Early Early
Solicit Sales Conf Material 11/1 Sales Conference Sales conference
materials due
Middle Color graphics for slides Color repros of
Marketing meetings begin covers for sales
Stocking order and case kits (color xerox)
Hot Words meeting quantity info for new pubs
New publisher
Late Prep for sales conference backlist in the
Advertising meeting building
Middle
Data entry for sales kits Middle
done Mail sales kits and
surveys
Marketing meetings end
Advertising meeting
Late
Printed catalogs
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Exhibit C
Words
----------
Distributing Company
----------
ORDER FULFILLMENT GUIDELINES
----------
DOCUMENTATION
Always include one packing slip for the entire shipment. The packing slip should
include:
1. Our purchase order number(s) for all the titles in the shipment. A Xerox of
our purchase order is acceptable.
2. The full title of each book in the shipment.
3. The quantity you are shipping of each book.
4. The list, or retail price of each title.
5. If you are shipping less books than the number we've requested on our
purchase order, please indicate whether the remainder have been backordered
or have been cancelled.
PACKING AND SHIPPING INFORMATION
1. All books are to be packed in cartons. Use a minimum 275 lb. test box (test
strength appears on the bottom in a small circle). Use a double or triple
wall carton if possible.
2. Avoid packing or wrapping the books in newspaper -- the ink rubs off very
easily.
3. Make sure boxes are tightly packed -- if the books can slide at all the
corners will be damaged and the covers scuffed.
4. If you are shipping by bookpost (please don't), take extra care in packing
and taping (tape edges, corners, and any stress or weak places; use tape
reinforced with fibers). We believe the post office employs a team of
trained elephants who step on, crunch, and toss all the "special" fourth
class shipments.
5. Where possible, avoid slipping books into boxes spine up -- or tell your
printer. Many books are damaged this way.
MARKING BOXES IN THE SHIPMENT
1. All boxes should have an indication on them as to the total number of
cartons in the shipment, eg, the first box should say "1 of 20", the second
should say "2 of 20", etc., for a 20 carton shipment. You may express this
as 1/20, 2/20, etc.
2. The box containing the packing slip should be clearly marked, and the
packing slip should be inside the top of the box, or in a well secured
"packing slip enclosed" envelope on the outside of the box.
3. Our purchase order number(s) for the shipment should be written on the
boxes -- including the numbers on the shipping label is common practice.
4. Not covering up the printers labels indicating the title and quantity is
helpful, and adjusting these labels to indicate changes you have made is
also appreciated. Our receivers do double check all cases that have been
re-taped since they left the printers.
SHIPPING INFORMATION
For small shipments (10 cartons or less) we recommend you use United Parcel
Service (UPS). UPS rates will often be justified by a decrease in damaged
returns.
When sending larger shipments (usually over 10 cartons or 200 lbs) we recommend
you use a freight carrier. Stack the boxes neatly on a pallet, and wrap it well.
Put a note on the pallet saying "Do Not Break Shrink Wrap" and ship it as one
item (ie., "1 pallet of 26 cartons" not "26 cartons"). This keeps your order
from being broken up by the freight company, and also means that we can quickly
sign for it and start the receiving procedure, rather than having to count all
the boxes while the trucker waits.
--------------------------------------------------------------------------------
If you have any particular shipping or packing problems or questions you can
call our Receiving Dept. For Order Fulfillment problems call your Publisher
Liaison.
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EXHIBIT D
WORDS DISTRIBUTING DISCOUNT
SCHEDULE:
quantity ordered disc.
1-4 20%
5-9 40%
10-24 42%
25-49 43%
50-99 44%
100-149 45%
150-299 46%
300+ 47%
wholesale case quantities only 52%
college text 20%
special discounts:
new account order of 25+ 45%
when placed with a sales
representative
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