Vendor Partnership Guide

The Vendor Manual provides guidelines for vendors to follow with regard to merchandise management for Boot Barn.
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As Boot Barn continues to grow and invests in information systems, it is vital that the data shared between our companies be 100% accurate. We depend on our automatic replenishment systems to create purchase orders and as we continue to implement EDI, our ordering process will become more efficient. In order to make the most of these investments and to continue to prosper there can be no discrepancies between our purchase order and your invoice. In addition, the orders must be delivered on time as specified on the purchase orders.

TERMS & CONDITIONS

These terms and conditions (these “Terms and Conditions” or this “Agreement”) apply to all purchases by Boot Barn, Inc. or its affiliates (individually and collectively “Purchaser” or “Company” or “Our” or “We” or “Us”) and are binding upon seller / vendor (hereinafter “You” or “Your” or “Vendor”).

Authority and Acceptance: Purchaser hereby purchases the goods specified on its electronic data interchange (EDI) or written purchase order contracts, subject to and upon the express terms and conditions hereof (the “Order”). You must have a valid Order prior to shipping goods to any Company. Verbal orders and/or “house orders” will not be valid unless confirmed with a written or electronic purchase order.

By shipping goods or performing specified work, you agree to these Terms and Conditions of sale set forth herein, unless otherwise modified in writing by Purchaser. Any different or additional terms in Vendor’s acceptance of the Order are hereby objected to, and Purchaser’s objection to different or additional terms shall not be waived by acceptance of any goods or payment of any invoice.

1.1.1 ORDERS

This Agreement shall apply to all purchases of products (“Products”) by Purchaser from Vendor (or Products supplied by Vendor to Purchaser through distributors), including without limitation, for all purchases of Products made by Purchaser through all forms of Orders whether issued through EDI, written purchase order contract, on a drop ship basis, or otherwise. This Agreement shall apply to any allowance, marketing or returns agreements between Purchaser and Vendor now existing or entered into hereafter. Vendor hereby expressly agrees that no terms or conditions in any acceptance, acknowledgement, invoice, allowance agreement, Order or other document, or orally, that are in conflict with, different from, or in addition to this Agreement shall be binding upon Purchaser unless agreed to in a writing signed by a duly authorized officer of Purchaser; and in the case of a conflict between any of the terms and conditions contained in this Agreement and any other terms and conditions in any other agreement or document related to or in connection with the Products, the terms and conditions in this Agreement shall control. The price of the Products shall not be adjusted or increased without the prior written consent of the Purchaser. Time is of the essence with regard to each Order. Each Order shall only bind Vendor and the relevant Purchaser; the liability of each Purchaser under this Agreement for any Orders shall be several and not joint.

1.1.2 REPRESENTATIONS AND WARRANTIES

Vendor hereby represents and warrants to Purchaser, in addition to all warranties implied by any and all applicable laws and other legal obligations including, without limitation, local, state, provincial, territorial, Canadian, European Union and federal laws, directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, judgments and civil or common law (collectively “Laws”), that the Products, together with all related packaging, labeling and other printed matter and all related advertisements furnished or authorized by Vendor shall (a) be merchantable, free from defects in design, workmanship or materials including, without limitation, such defects as could create a hazard to life or property; (b) be of first quality, free and clear of all liens, encumbrances security interests, or adverse claims from original manufacturers, inventors, licensing agents, factors or any other entity; (c) be suitable for end use and fit for purpose; (d) be appropriate and legally, including under this Agreement, allowed to be transferred to any third party; (e) be manufactured, produced, packed for shipment, marked with the country of origin, and where required, registered, all in accordance with any Laws; (f) not infringe or encroach upon any party’s personal, contractual or proprietary rights, including without limitation, patent, trademark, tradename, trade dress, service mark, copyright, right of privacy or trade secret rights; (g) not be sold to any person or entity if they bear or are labeled with any trade name, trademark, service mark, logo, private label brand or design that is proprietary to Purchaser without the express written consent of Purchaser, even if said goods were rejected, cancelled, refused or returned by Purchaser; (h) conform to all specifications, drawings, samples or other descriptions set forth on the packaging for such Products; (i) possess all performance qualities and characteristics stated in advertisements issued or authorized by Vendor; (j) be in compliance and conformity with all Company-specific requirements and all applicable Laws, including but not limited to: Consumer Products Safety Act of 1972, Flammable Fabrics Act of 1954, Federal Food, Drug, and Cosmetic Act, Fur Products Labeling Act, Federal Hazardous Substances Act of 1960, Occupational Safety and Health Act, Fair Labor Standards Act, Textile Fiber Products Identification Act, Poison Prevention Packaging Act, Endangered Species Act, Wool Products Labeling Acts, Tariff Act of 1930, Dog and Cat Protection Act of 2000, California Proposition 65 and AB 1681, all as amended, and any generally similar law or regulation in any other domestic and international jurisdiction; (k) be in conformity with all applicable industry voluntary standards; (l) be properly stamped, tagged, labeled, branded or marked with such information as may be required by any Law; (m) have Product descriptions on Purchaser’s websites that are complete, accurate, not misleading to consumers, and that: [(i) wool, textile and fur products provided under this Agreement (if any) are not misbranded or falsely or deceptively invoiced or described by Vendor under the provisions of the Textile Fiber Products Identification Act, the Wool Products Labeling Act and/or the Fur Products Labeling Act, or any rules and regulations thereunder and (ii)] Vendor has informed Purchaser if a disclosure or warning is necessary for any Product under California Proposition 65; (n) if Product has an expiration date, and (i) is a non-perishable food item, such expiration date will fall on a date that is later than six (6) months from the date such Product is received by Purchaser, (ii) is not a food item, such expiration date will fall on a date that is later than twelve (12) months from the date such Product is received by Purchaser; or (iii) is an item in a Dropship Sale, such expiration date will fall no earlier than the date represented on the sale page when such Product is received by the purchaser; (o) be manufactured, produced, packaged, labeled, tested, certified, imported, shipped, warehoused and stored in accordance with all applicable Laws and custom regulations and requirements; and (p) be manufactured, produced and packaged in accordance with all Laws regarding the screening, hiring and employment of all labor forces, including without limitation, without the use of child labor and with the use of persons whose employment is voluntary and not through the use of prison labor or corporal punishment (or other forms of mental or physical coercion) as a form of discipline for workers or employees. Nothing in this Agreement shall limit or exclude the liability of Vendor for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

In addition to the representations and warranties above, Vendor represents and warrants it will provide an established and verifiable retail price for each style of Product and that such retail price does not exceed (i) the price at which substantial retail sales of the Product have been made in the most recent 90 day period that the Product was generally made available to the public at principal retail outlets (online or offline), or (ii) if the particular Product has not been sold at retail, or has been sold at retail only in limited quantities or in previous seasons, a good faith estimate based on sales of substantially similar Products of the price at which the Product would be sold at retail. Vendors shall maintain documents or information to substantiate the prices they provide to Purchaser, and shall provide the substantiating documentation to Purchaser upon request. Any information Purchaser provides Vendor with respect to Purchaser’s retail pricing is an estimate only and Purchaser reserves the right to set pricing at its discretion. Vendor further represents and warrants that prices for the goods sold to Purchaser hereunder are no less favorable than those currently extended to any other customer for the same or similar goods in similar quantities. If Vendor reduces its price for such goods during the term of this Order, then Vendor agrees to reduce its prices of the goods ordered hereunder correspondingly. Vendor warrants that the price shown on this Order shall be complete and no additional charges of any type shall be added without the Purchaser’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating. Vendor further agrees that Vendor, its agents or other individuals representing the Company must not agree or act together with any competitor with regard to prices, terms or conditions of sale, purchase, production, distribution, territories, customers, or suppliers and must not exchange or discuss with a competitor prices, terms or conditions of sale, or any other competitive information, or engage in any other conduct which may restrict competition or otherwise violate any of the antitrust laws.

1.1.3 PRODUCT SAFETY, QUALITY AND RECALLS

Vendor, at its sole cost and expense, shall perform, or cause to be performed, all tests on the Products required by the Law or any federal, state, territorial, provincial, Canadian, European Union or local governmental agency or authority having jurisdiction as well as any Law, applicable industry voluntary standard or Purchaser requirements and shall maintain for a period of not less than three (3) years certificates and/or other sufficient documentation indicating that all applicable tests have been administered and passed. Such tests shall be conducted by laboratories acceptable to the agency or authority requiring the same and Purchaser. Vendor shall promptly make available, and at Purchaser’s request shall promptly furnish to Purchaser, copies of all such certificates and/or other sufficient documentation and shall permit Purchaser or any person or persons authorized by Purchaser to inspect and make copies of all records maintained by Vendor in connection with such tests. Vendor shall provide to Purchaser a Material Safety Data Sheet as required by Law prior to the delivery of Products to Purchaser. Upon written notice to Vendor, Purchaser can perform or have performed any acts necessary to satisfy the requirements of this Section at Vendor’s expense, which expense may be credited against any amounts owed by Purchaser to Vendor. In the event (i) Purchaser has reasonable cause at any time to believe that any Products contain defects or hazards that could impair the fitness for purpose or durability of the Products or create a substantial risk of injury to any person or property or that the purchase, display or sale of Products by Purchaser violates or will violate any Law relating to the manufacture, sale, labeling, safety or transportation or Products, or (ii) Vendor or a government entity initiates removal of Products from the stream of commerce (any of the foregoing a “Recall”), then without limiting any of Purchaser’s other remedies, Vendor shall be responsible for all costs, legal fees and penalties associated with any Recall, including without limitation Purchaser’s lost profits in connection therewith. Vendor shall undertake all corrective actions in connection with the Recall including, without limitation, timely notice to Purchaser of any Recall, removal of the Products from Purchaser’s inventory and disposition of the recalled Products, unless Purchaser, in its sole discretion, notifies Vendor that Purchaser intends to control a Recall.

1.1.4 INDEMNIFICATION

Vendor agrees to defend, indemnify, and hold harmless each Purchaser, its affiliates, and their respective officers, directors, members, shareholders, employees, agents, representatives, assigns and successors (collectively the “Purchaser Indemnitees”) from, and on demand reimburse, the Purchaser Indemnitees for any and all damages, losses and/or expenses (including Purchaser Indemnitees’ attorneys’ fees and their other costs of defense) incurred in connection with any and all suits, claims, demands, liabilities and Recalls whatsoever: (1) arising out of or alleged to have arisen from a breach of any of the representations, warranties or obligations of Vendor under this Agreement (including any related act or omission by Vendor), (2) for death, illness, personal injury or property damage, both in law and equity, arising out of or resulting in any way from SARS-CoV-2 or COVID-19 or related pandemic or any actual or alleged defect in any Products; (3) for any act or omission, negligence or willful misconduct of the Vendor, its agents, employees, or subcontractors relating to Purchaser’s purchase or sale of any of the Products; (4) for any actual or alleged breach of Vendor’s written warranty for the Products; (5) for any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a third party in connection with the Products; (6) for the Products actually or allegedly violating any Laws; or (7) pertaining to or in connection with the content of Vendor’s packaging, labeling, or advertising of the Products. In the event of a claim, lawsuit, demand or other matter covered by this Agreement, Purchaser shall notify Vendor in writing and provide Vendor the opportunity to assume full responsibility for the defense and resolution of such claim, lawsuit, demand or matter; provided however, that (a) Vendor, its agents, representatives, attorneys or insurers shall not bind the Purchaser Indemnitees in settlement without the Purchaser Indemnitees’ prior written consent, and (b) each Purchaser Indemnitee shall be permitted to participate in its own defense at its own expense. If Vendor fails to take timely action to defend any such suit, or at Purchaser’s sole discretion, Purchaser or the Purchaser Indemnitees can defend such suit at Vendor’s expense. This Section shall survive the expiration or earlier termination of this Agreement.

1.1.5 INSURANCE

Vendor will maintain commercial general liability insurance at Vendor’s sole cost and expense. Such insurance will be written with an insurer that has a rating from A.M. Best of at least “A.” The commercial general liability insurance will include bodily injury, property damage, products & completed operations liability, blanket contractual liability, and personal injury and advertising liability and will provide for the investigation, defense, and satisfaction (by settlement or otherwise) at no cost to Purchaser or Purchaser Indemnitees, of any liability, claim, loss, expense or fee asserted against or incurred by Purchaser or Purchaser Indemnitees. Purchaser and its affiliated companies will be added as an additional insured. If the products liability coverage is provided by a separate policy and is on a “claims-made” basis, then Vendor shall maintain coverage for a minimum of one (1) year from the termination of this Agreement and Purchaser shall specifically be named as an additional insured on the products liability policy. Such insurance carried by Vendor will be primary and non-contributory to any insurance carried by Purchaser and will contain a waiver of subrogation. Purchaser does not represent that the coverage and limits required hereunder will be adequate to protect Vendor and such coverage and limits will not be deemed to be a limitation on Vendor’s liability to Purchaser, if any, arising under this Agreement. Vendor will provide a certificate of insurance evidencing all of the coverage described in this section; such certificate will be sent to Purchaser.

1.1.6 TITLE AND RISK OF LOSS

Products shall be shipped to Purchaser’s destination point (i.e., freight prepaid) and title to Products, as well as risk of loss, shall remain with Vendor until the Products are received by Purchaser.

1.1.7 PAYMENT AND CHARGEBACKS

(a) Purchaser’s payment to Vendor for Products shall be due no earlier than sixty (60) days from Purchaser’s receipt of the Products together with the documentation required by Purchaser in connection with the Products, unless otherwise agreed to by Purchaser and Vendor in writing. Purchaser’s obligations to make payments to Vendor shall be subject to any markdown, return or damaged goods allowance, advertising allowance or other allowance agreed to by Purchaser and Vendor in writing.

(b) Purchaser reserves the right to withhold any payments (or portions thereof) due to Vendor or its affiliates without penalty or forfeiture that Purchaser disputes in good faith, whether under this Agreement or otherwise, until such dispute between Purchaser and Vendor is settled. Any claims for defective Products, shortages, returns, damages, or any other claim of setoff asserted by Purchaser as result of Vendor’s failure to comply with the terms and conditions of this Agreement or arising from any other claims by Purchaser against Vendor or its affiliates will be charged back to Vendor or the amount thereof deducted from payments to be made to Vendor or its affiliates or will be promptly refunded to Purchaser by Vendor, in Purchaser’s discretion. Vendor shall comply with each Purchaser’s vendor, shipping, trading and routing manuals, guides and policies. Any Products delivered or shipped in violation of Purchaser’s requirements, the terms and conditions of this Agreement or the Order will be subject to deviation charges, handling charges and other reasonable costs, which will be charged back to Vendor.

1.1.8 TAXES

Vendor is responsible for providing its sales tax nexus profile to Purchaser at the time any Order involving taxable items is made so that Purchaser is able to estimate the sales tax due to Vendor. Purchaser will only collect and remit to the proper taxing authorities taxes on orders shipped to a location where Purchaser has sales tax nexus and can provide a valid resale certificate; Purchaser will pay sales taxes to Vendor for orders shipped to a location where Vendor has sales tax nexus and Purchaser cannot provide a valid resale certificate. Vendor must list tax amounts separately on an invoice and substantiate the amounts with calculations. Vendor shall be solely responsible for the timely remittance of taxes, and any penalties and fees associated with such taxes, to each proper taxing authority. If there is a shortfall in the amount of taxes remitted by Vendor to a taxing authority in connection with Vendor’s sale of Products to Purchaser, then it is Vendor’s sole responsibility to make up such shortfall; Purchaser will not be liable for any shortfall to either the taxing authority or to Vendor.

1.1.9 INTELLECTUAL PROPERTY

Subject to this Agreement, Purchaser grants to Vendor the limited, non-exclusive, non-transferable, non-sublicensable right to use, during the term of this Agreement, the trademarks and trade names of Purchaser for the sole purpose of identifying Purchaser as a distributor of Products. Vendor’s license and right to use Purchaser’s trademarks, logos or names shall terminate immediately without any notice upon the delivery of an Order, the cancellation of an Order or termination of this Agreement. Vendor shall not challenge Purchaser’s rights, title, interest and ownership in or to any of Purchaser’s trademarks, logos or names. Any plans, ideas, copyrights, tradenames, trademarks, service marks or other material or Confidential Information developed by Vendor for Purchaser pursuant to this Agreement or an Order, shall be the property of Purchaser (or such entity as Purchaser may indicate) and Purchaser shall have the exclusive and comprehensive rights therefore without any limitation with regard to time, territory or issue.

As necessary or appropriate for Purchaser to sell the goods included in any Order through retail stores, website, catalogue, or through other normal and customary merchandising practices, Vendor grants to Purchaser a worldwide, perpetual, non-exclusive right to use and display Vendor’s brand trademarks, service marks, trade names, logos, and any other text, graphic, icons, banner, or audiovisual features of advertising, through any distribution channel. If advertising material or other content supplied by Vendor pertaining to its products, services, or business embodies any intellectual property rights (including, but not limited to, rights of publicity or work of authorship protected under U.S., Canadian or foreign copyright laws), then Vendor shall be responsible for securing rights and licenses necessary for the use and exercise of such interests pursuant to these Terms and Conditions and hereby represents and warrants that it has obtained any and all such rights and interests. Purchaser shall remain solely responsible for the operation of its business and control of the programming, content, and transactions in its retail stores, catalogues, and websites.

1.1.10 RIGHT TO INSPECT

Purchaser or its designated agent will have the right, at its option, to inspect goods before accepting delivery, including the right to inspect samples at any time.

1.1.11 HAZARDOUS GOODS

Where the Purchaser has good cause at any time to believe that any goods ordered pursuant to the Order contain defects or hazards which could create a substantial risk of injury to any person or property, upon the Purchaser’s request, Vendor shall, at Vendor’s expense, use its best efforts to locate, identify, and recall such items, whether in the possession of the Purchaser, or the Purchaser’s customers. Vendor, upon recalling such items, shall repair or replace them or refund to retail purchasers their full retail price. All costs related to the foregoing will be the responsibility of Vendor; and to the extent borne by Purchaser, Purchaser will be immediately reimbursed by Vendor.

1.1.12 INVOICING INSTRUCTIONS

Each invoice must show specific information as described within the Vendor Manual. Our website may be updated periodically and any such updates shall be applicable to all Orders.

1.1.13 RETURNS, CANCELLATION AND DISPOSAL OF PRODUCTS

You hereby agree that without prior authorization from You, and without further notice, Purchaser reserves the following rights:

To cancel an Order, or any part thereof, by notice to Vendor if Vendor fails to comply with the terms and conditions of this Agreement.
To cancel an Order if Vendor becomes insolvent or makes a general assignment for the benefit of creditors or files or has filed against it a petition of bankruptcy or for reorganization, or pursues any other remedy under any other law relating to the relief for debtors or if a receiver or administrator is appointed for Vendor’s property or business.
To cancel an Order in whole or in part at any time, for its sole convenience, upon thirty (30) days prior notice to Vendor. In such event, Purchaser shall pay to Vendor the amounts due for Products shipped in accordance herewith prior to the Order cancellation date, except to the extent otherwise required for Purchaser to comply with any Laws.
To accept, refuse and/or return all Products delivered which are, in whole or in part, (1) not equivalent to samples submitted or examined; (2) damaged; (3) not fit for resale; (4) do not conform to all specifications, terms and conditions of the Order; (5) not in accordance with all warranties and guarantees herein set forth; (6) not in accordance with our purchase order specifications of style, size, color, quantity and/or quality (including unauthorized substitutions); (7) shipped before the ship date or after the cancel date; or (7) without valid purchase order numbers or without valid department numbers (each a “Nonconforming Tender”). It is understood that this return policy shall apply to all such Nonconforming Tenders at any time prior to resale, or after resale if Purchaser allowed the customer a refund or credit.
To resell any Products delivered in connection with a Nonconforming Tender to any third party.
To cancel an Order, in whole or in part, in the event the goods are shipped after the cancel date, time being of the essence.
To accept any part of a shipment, in accordance with these Terms and Conditions, without waiving the right to refuse or reject the balance thereof by reason of Your failure to comply fully with the Terms and Conditions of the Order.

In the event of cancellation of any Order or termination of this Agreement for any reason, Vendor shall, prior to disposing of the Products, remove all of Purchaser’s proprietary marks (including trademarks, logos and names) and identifying tickets, labeling and packaging. Under no circumstances shall Vendor sell or otherwise transfer any Products bearing or otherwise depicting or using any of Purchaser’s trademarks, logos, trade names, copyrights patents or other intellectual property rights to any third party without Purchaser’s prior written consent, which may be withheld in Purchaser’s sole and absolute discretion. If Vendor makes any unauthorized use of Purchaser’s trademarks, logos and names or sells Products containing any Purchaser trademarks, logos and names to any third party without Purchaser’s prior written consent, then, in addition to any other remedies available to Purchaser, Vendor shall turn over to Purchaser all profits derived from such unauthorized use or sale.

All risks, claims, storage or handling charges on refused, rejected, returned, postponed or cancelled goods are Your full responsibility, regardless of other terms of sale or passage of title. Any claims for non-payment of an invoice by reason of either Our non-receipt of goods shipped by You or Your non-receipt of goods returned by Us, must be sent to Purchaser via certified mail no later than 60 days after goods are shipped.

When goods are returned, refused or cancelled, they shall be returned via carrier of Purchaser's choice, F.O.B. origin, freight collect. Consideration will be given to Your carrier of choice upon receipt of Your written request stating that You will not refuse any such returned goods. You will be charged the full cost of returned, refused or cancelled goods. In the interest of clarity, and for purposes of this provision “full cost” means the cost of the goods We originally purchased from You (paid to You), plus all freight and handling charges We incurred, plus any other deductions applicable to the return.

Acceptance of a Non-Conforming Tender by Purchaser shall be subject to these Terms and Conditions and shall not be deemed a waiver of Purchaser’s right to recover damages or pursue any other remedy available to it under the Uniform Commercial Code as in effect in the State of New York or as applicable the Ontario Sale of Goods Act, nor shall the return of non-conforming goods to Vendor relieve Vendor of its liability for shipping such non-conforming goods.

1.1.14 CUSTOMS

Vendor will comply with applicable customs laws; and in particular will establish and maintain programs and documentation to support country of origin production verification, so as to prevent the illegal transshipping of goods.

Where goods are shipped from a country which is a party to the North American Free Trade Agreement or the Agreement between the United States of America, the United Mexican States, and Canada, Vendor will comply with its requirements.

Vendor will obtain any applicable quota, visa, certificate of origin or other government authorization which may be required for lawful export of the goods from the country of origin and subsequent importation to the country of destination, and will be liable for detention or refusal of entry of any goods by the government of the country of destination. Goods which cannot be imported into the country of destination within a reasonable period (as determined by Purchaser) may be returned to Vendor at Vendor’s expense and Purchaser may demand a full refund therefor.

1.1.15 ENVIRONMENTAL STEWARDSHIP PROGRAMS

Where environmental stewardship programs are mandated by law and Vendor is the obligated party, Vendor will comply with the requirements. Where such programs are not mandated by law, or are mandated and Vendor is not the obligated party, Vendor will assist Purchaser to comply as necessary.

1.1.16 DATING, TERMS AND INSTRUCTIONS

Time is of the essence on all orders; see above rights to refuse goods if not timely delivered

Goods received on or after the 25^th day of a month will be recognized as received on the 1st day of the next succeeding month.
Vendor and Company may agree to a discount for Company’s fast payment of amounts due to Vendor (“Fast Payment Discount”). Fast Payment Discounts will be calculated from the later of the date goods are received by Us, or the date We receive an invoice. If YOU believe that We are not entitled to a Fast Payment Discount, then You must notify Us by making an accounts payable inquiry, in writing, within sixty (60) days after the date of issuance of the Order giving rise to the claim. Inquiries or re-payment requests made after 60 days will be denied, and You agree to waive all claims based on inquiries that are not made in writing. Repayment requests of Fast Payment Discounts will also be denied if it is determined that the delay was Vendor caused, e., invoices sent to an incorrect address, goods did not agree with the Order, the account is in debit balance, or other extenuating circumstances exist.

1.1.17 VENDOR STANDARDS

Vendor recognizes receipt of and an understanding that, it is their obligation to adhere to all requirements, as cited in the current Vendor Manual and Vendor Information Guide section of the Purchaser's website. Any and all deviations from any Vendor Manual and Vendor Partnership Guide must be approved in writing by Purchaser.

1.1.18 ADMINISTRATIVE FEES / EXPENSE OFFSET FEES

Purchaser is entitled to be compensated as outlined in the Vendor Manual, for non-compliance with these specifications (including those fees detailed in the Expense Offset Schedule) in the form of an invoice deduction(s) from any amounts owed the Vendor. Instead of a deduction, purchaser may demand direct payment of expense offset fees or other administrative fees specified in the Vendor Manual. Any such direct payment demand by Purchaser shall be made within 30 days of the date of demand. Late payments shall accrue interest at the rate of one percent (1%) per month. Any amounts billed or deducted by Purchaser for failure to comply with the Vendor Manual or the Terms and Conditions of this Order, shall be considered liquidated damages and not a penalty.

1.1.19 BACK ORDERS

You agree to make one complete shipment. Purchaser reserves the right to chargeback all freight charges as a result of back orders, divided, or partial shipments.

OTHER TERMS:

1.1.20 CONFIDENTIALITY

Each party (the “Disclosing Party”) may disclose its Confidential Information (as defined below) to the other (the “Receiving Party”). As used herein, “Confidential Information” means any information, technical data, or know-how of the Disclosing Party that is disclosed by the Disclosing Party to the Receiving Party or that is otherwise learned by the Receiving Party in the course of its business dealings with the Disclosing Party, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential. Confidential Information includes, but is not limited to, information with respect to customers and members including, but not limited to, personally identifiable information, email addresses and any other contact information (“Customer Data”), data regarding sales, promotional performance, consumer behavior and brand market standing, and all information concerning the existence and progress of the parties’ dealings. Confidential Information does not include information, technical data or know-how that, other than Customer Data, (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party prior to its receipt from the Disclosing Party; (iii) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (iv) can be shown by documentation to have been developed by the Receiving Party without reference to any Confidential Information. Each party agrees not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out its obligations under this Agreement. Specifically, Vendor agrees not to use Customer Data for any purpose other than to the extent necessary to fulfill orders of Product, and at the request of Purchaser, shall return such information promptly to Purchaser. Each party will ensure that its employees, contractors, and agents (and those of entities that it controls or that control it) will comply with this Section. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of Confidential Information of the other party consistent with the manner it protects its own Confidential Information, but shall use no less than a reasonable standard of care. Each party agrees to notify the other in writing of any unauthorized disclosure, misuse or misappropriation of Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party shall first make commercially reasonable efforts to provide the Disclosing Party with: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party agrees to return to the Disclosing Party any written, printed or other materials embodying such Confidential Information and/or materials, including all copies or excerpts thereof, given to or acquired by the Receiving Party in connection with this Agreement. This Section shall survive the expiration or earlier termination of this Agreement

1.1.21 SECURITY OF PURCHASER’S DATA

THIS SECTION SHALL APPLY ONLY IF VENDOR IS RECEIVING CUSTOMER DATA OR FINANCIAL INFORMATION FROM PURCHASER. Vendor represents and warrants that it shall (a) at all times fully comply with all applicable federal, state and local law, including applicable privacy laws and (b) adopt and implement reasonable technical, administrative and physical security measures to protect Customer Data from compromise or unauthorized disclosure. In the event of an actual, potential or threatened compromise or unauthorized disclosure of the Customer Data (“Incident”), Vendor shall notify Purchaser within forty-eight hours, provide all relevant and reasonable information to Purchaser, co-operate with Purchaser in investigating and responding to the Incident, and shall be responsible for the costs of the Incident, including any costs of notifying potentially affected individuals or relevant government entities.

1.1.22 LIMITATION OF LIABILITY AND STATUTE OF LIMITATIONS

In no event shall Purchaser be liable for anticipated profits or for punitive, incidental, special or consequential damages. Purchaser’s sole liability on any claim of loss or damage arising out of, or in connection with, or resulting from the Order or from the performance or breach thereof shall in no case exceed the price allocable to the goods or unit thereof which gives rise to the claim. Any action resulting from any claimed breach on the part of Purchaser as to the good delivered hereunder must be commenced within one (1) year after the date of issuance of the Order giving rise to the claim.

1.1.23 ASSIGNMENT

You shall not assign or transfer an Order or these Terms and Conditions or any interest therein or monies payable thereunder without our prior written consent, and any assignment made without such consent shall be null and void. Purchaser may assign an Order and these Terms and Conditions and its interest herein and therein to any affiliated or subsidiary corporation, or to any entity succeeding to Purchaser’s business without Your consent. Any assignment, consented to by Purchaser, remains subject to all Terms and Conditions hereof, including Purchaser’s rights to offset and chargeback.

1.1.24 REMEDIES AND NO WAIVER

No waiver of any of these terms and conditions shall be effective unless in writing and signed by Purchaser. In addition, no failure or delay on the part of Purchaser in exercising any right, power or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any other right, power or remedy. No waiver of a breach shall be construed as a waiver of a subsequent breach. The rights and remedies herein provided Purchaser shall be cumulative and in addition to any other rights and remedies given by law.

1.1.25 SEVERABILITY

This Agreement is severable and the lack of enforceability or the voidance of any parts of this Agreement shall not affect the other parts of this Agreement.

1.1.26 FORCE MAJEURE

Purchaser may have the option of cancelling all or any part of an Order where discontinuance of or substantial interference with the Purchaser’s business is caused, in whole or in part, by reason of fire, flood, earthquake, labor dispute, war, Act of God, embargo, pandemic, riot, terrorism, governmental regulations, or other causes beyond Purchaser’s control.

1.1.27 GOVERNING LAW AND JURISDICTION

This Agreement shall be construed in accordance with and governed by the laws of the State of California and the laws of the United States applicable herein, without regard to conflict of law rules, which would cause the laws of any other jurisdiction to apply. The parties hereto expressly exclude the application of any non-United States laws and the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction that may be entered into between the parties in connection with this Agreement. You hereby waive any local or international law, convention or regulation that might provide an alternative law, construction or venue to the extent a waiver shall be permitted under such law, convention or regulation. Any action or legal proceeding related to this Agreement shall be instituted exclusively in state or Federal Court in California. You hereby agree that venue and jurisdiction are proper in such courts.

If Purchaser or any of its employees, agents or subcontractors is served with or becomes subject to any subpoena, order or other legal process in a legal proceeding, to which Purchaser is not a party seeking disclosure of any materials or information related to the goods, services, information or deliverables that Vendor renders or delivers to Purchaser, then Vendor shall bear the cost of all direct and indirect costs and expenses, including without limitation, reasonable attorneys’ fees related to Purchaser's response, compliance with or defense/resistance thereto.

1.1.28 AUDIT RIGHT

Vendor agrees that Purchaser may undertake reasonable audit procedures to verify that Vendor is complying with its obligations under this Agreement, including but not limited to the Representations and Warranties in Section 1.1.2. These audit procedures include Purchaser’s right to audit Vendor’s supply chain for legitimacy and to be sure that is free of the use of child or forced labor or other failures to comply with applicable employment laws.

With respect to the Dropship program, Vendor will maintain an adequate system of internal controls over all systems and processes used and activities performed. Purchaser reserves the right at all reasonable times during normal business hours, upon at least 24 hours advance notice, to audit, examine and make copies of or extracts from the books of account, systems and records maintained by Vendor. Vendor agrees to provide full and timely cooperation during such audit. If Purchaser identifies audit deficiencies, then Vendor shall prepare and implement an action plan to correct identified deficiencies within 10 days and shall reimburse Purchaser for the costs associated with such audit.

1.1.29 CONTACTING US

If You need to contact Us You may determine the appropriate person and telephone number or address by visiting Our website https://vendors.bootbarn.com/

1.2 BUSINESS PRACTICE STANDARDS FOR DOMESTIC VENDORS, SUPPLIERS & CONTRACTORS

1.2.1 OVERVIEW

Company is committed to legal compliance and ethical business practices in all our operations worldwide and is firm in our resolve to do business only with those vendors, suppliers, and contractors which we believe share in that commitment. In support of this commitment, Company demands that all individuals or organizations who provide direct and indirect materials and services, as well as all suppliers, contractors, consultants and other intermediaries (herein referred to as “Vendors”) agree to follow our Business Practice Standards as condition of the business relationship.

1.2.2 CONFLICTS OF INTEREST

A conflict of interest occurs when personal interests or activities conflict with the business interests of Company. Accordingly, vendors are required to make all decisions that affect Company based solely on Company’s best interests, free from improper influences (or the appearance of influence). Vendors must not become involved in any situation that creates an actual or potential conflict of interest with Company.

A conflict of interest can occur in a number of situations. Several examples include:

Doing business with an associate or family member outside the Company business relationship
Employing an associate or the family member of an associate
A Vendor having a financial interest in a direct competitor
A Vendor doing business with a direct competitor while having access to confidential or competitive information
An associate or family member having a significant financial interest in a vendor

Associates must not provide services for, or have a financial interest in or with, a customer, competitor, supplier, vendor or competitor, without the written consent of the Company. It is not, however, typically considered a conflict of interest to own less than 1% of the outstanding shares of a publicly traded company, provided that such investment does not constitute a significant part of the associate’s portfolio.

Each Vendor is obligated to avoid any situation which may cause a conflict of interest and to make full disclosure of any actual or potential conflicts of interest with Company management officials.

1.2.3 BRIBES AND KICKBACKS

All associates and any agents or other individuals representing Company must not request or receive any kick-back, bribe, excessive or disguised commission or similar payment or benefit from any Vendor. Similarly, associates, agents or individuals representing Company must not directly or indirectly make any kick-back, bribe, excessive or disguised commission or similar payment to any Vendor or to any public or governmental officials.

1.2.4 GIFTS AND ENTERTAINMENT

The Company supports a gift policy that restricts gifts to associates with very few exceptions and respectfully requests that Vendors do not send gifts to associates. Gifts covered by this policy include anything of value. Examples of gifts include: meals; entertainment; discounts; merchandise; trips; services; tickets to theater, concerts and sporting events; golf outings; vehicle use; and lodging. Gifts do not include: (1) items that are available generally to a large group of associates on an equal basis; (2) perishable items (such as chocolates, fruit baskets or flowers) that are shared with associates at the associate’s work location; and (3) business-related meals and business-related entertainment that meet all certain restrictions.

Company associates are prohibited from:

Soliciting gifts from others with whom the Company does business or seeks to do business;
Giving or accepting gifts to or from others with whom the Company does business or seeks to do business;
Accepting any gift of cash or securities or a loan from others with whom the Company does business or seeks to do business (other than a loan from a financial institution on terms and at interests rates available to borrowers generally at the time of borrowing); and
Accepting gifts of any kind that would encourage or obligate (or be reasonably perceived as obligating) the associate to give special consideration to the person or company making the gift.

Participation in customary business meals and entertainment is not a violation of this Policy, provided that: (a) it is intended to promote legitimate business discussions or to foster better business relations with the host; (b) it involves expenditures that are reasonable and occurs at a frequency that is reasonable under the circumstances; (c) it occurs in settings that are reasonable and appropriate to the business at hand; and (d) the actual or prospective Company business partner or customer is present at the meal or event.

1.2.5 RESOURCES

Vendors have the responsibility to ensure that all employees and agents within their respective organizations comply with the Terms and Conditions outlined here in Section 1.2. Any Vendor who becomes aware of any action or situation that may violate these Terms and Conditions must report the matter promptly to Boot Barn’s Vice President, Human Resources.

Once signed please send this to vendorcompliance@bootbarn.com

Acknowledgment of Terms and Conditions:

Vendor: ______________________________ By: ________________________________

Name: ______________________________

Date: ________________________________ Title: _______________________________