to view our Flexsteel Domestic Supplier Agreement

Flexsteel Industries Inc.
Domestic Supplier Agreement
This Supplier Agreement (this "Agreement") is entered into as of (Date) ,
between (Name) , a (Type of Business) , with principal addresses
at (Address) , (Address City) , (Address State) , ("Supplier"), and
Flexsteel Industries Inc., a Minnesota Corporation with its principal office location at 385 Bell
St., Dubuque, Iowa 52001 U.S.A. ("Customer").
1. ITEMS PURCHASED. Supplier agrees to sell, and Customer agrees to buy, the following
products (the "Goods") in accordance with the terms and conditions of this Agreement:
Description Quantity
Furniture products including ready-to-assemble furniture, case goods, game tables, chairs,
upholstered furniture, outdoor wooden, metal, and tile, fabric, and/or other general materials/
parts of furniture.
Orders shall be communicated by Purchase Order (“PO”). The PO includes: the PO transmittal
letter, the PO, the accompanying PO requirements, applicable specification(s) and standards, the
Flexsteel Vendor Booking, Compliance, and Document Standard Operating Procedure (SOP),
Customer’s Social Responsibility Statement, Supplier Code of Conduct, Compliance
Verification Letter and this Agreement (collectively,“Contract Documents”).
2. PRODUCT STANDARDS. The Goods shall comply with the Customers’ standards,
established in the form of a control and production sample. Samples, including pre-production
and finish samples, must be approved in writing by both the Supplier and Customers’ Quality or
Marketing management team.
The Supplier shall not subcontract any work associated with the production of the Customer’s
Goods. This includes but is not limited to, finishing, assembly, manufacturing, and packaging. If
the Supplier requires the use of a subcontractor, they must notify the Customer for prior written
approval and allow the full inspection and quality monitoring of the subcontractor’s facility
before and during production, as requested by the Customer.
3. TITLE/RISK OF LOSS. Title to and risk of loss of goods shall pass to the Customer upon
the receipt of Goods at Customer’s designated facility. Any risk or loss incurred to the Goods
prior to the sailing date shall be at the responsibility of the Supplier.
4. PAYMENT. Payment of Goods shall be made to the Supplier based off 1% 20 net 30 terms,
or as mutually agreed upon between Customer and Supplier, effective the date the invoice is
received by the Customer, not the date the invoice is sent by the Supplier.
If Supplier fails to submit the correct invoice, the effective date will become the date the correct
invoice is received by the Customer at the correct location.
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It shall be the Supplier’s responsibility to make any necessary changes to the payment
instructions that are communicated to the Customer’s local office in person or by phone, with
written confirmation of any changes. These changes must be reflected on the invoice that is
submitted to the Customer. If the Supplier experiences any breach in security of their internal
systems or controls, which results in fraudulent practices and or misappropriated funds sent by
the Customer, the Supplier will be held responsible and the Customer’s payment obligations will
be considered fulfilled.
5. DELIVERY. Supplier agrees to ship or transfer the Goods to the designated warehouse
location based on the due date as specified on the purchase order. Changes to the agreed upon
‘due date’ must be communicated and approved in writing or electronically by Customer. If
Supplier is arranging the shipment of Goods under Collect terms, Supplier shall use Customer’s
nominated carrier.
6. WARRANTIES. Supplier warrants to Customer that the Goods will conform to the
applicable specifications, drawings, design, approved finish panels and design standards. The
Goods will conform to the specifications, drawings, standards, production and control sample
standards approved by Customer.
Supplier agrees to indemnify, hold harmless, and protect the Customer, its subsidiaries, parent,
affiliates, successors, assignees, customers, and users from any and all claims, demands, suits at
law or equity, and all expenses including attorneys' fees of an attorney of Customer’s choosing,
involving infringement or alleged infringement of any patent, trademark, or copyright resulting
from the purchase, use, or sale of the Goods. Supplier has the right to make deduction or setoff
from any sums owed or payable to Supplier or claimed by Supplier in the event of Supplier’s
breach of this provision.
7. INSPECTION AND ACCEPTANCE. The Goods shall be subject to inspection upon
delivery, and may be rejected for defects or faults revealed by such inspection or by analysis or
the use thereof any time thereafter. Rejected materials may either be returned to Supplier for full
refund of product cost and transportation charges paid by Customer or provide fair agreed upon
reimbursement to Customer to allow the disposal or liquidation of the product. If repair is
possible, the Supplier will reimburse the Customer for all costs associated with labor and
materials or as mutually agreed upon between Customer and Supplier. The Supplier will have
thirty (30) calendar days from the written notice from the Customer to remedy such defects
under the terms of this Agreement.
8. DEFAULT. The occurrence of any of the following shall constitute a material default under
this Agreement:
a. The insolvency or bankruptcy of either party.
b. The subjection of any of either party's property to any levy, seizure, general assignment for
the benefit of creditors, application or sale for or by any creditor or government agency.
c. The failure to make available or deliver the Goods in the time and manner established in the
PO.
9. REMEDIES ON DEFAULT. In addition to any and all other rights available according to
National or U.S. law, if either party defaults by failing to substantially perform any material
provision, term or condition of this Agreement, the other party may elect to cancel this
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Agreement if the default is not cured within thirty (30) calendar days after providing written
notice to the defaulting party. The notice shall describe with sufficient detail the nature of the
default.
10. FORCE MAJEURE. If performance of this Agreement or any obligation under this
Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable
control ("Force Majeure"), and if the party unable to carry out its obligations gives the other
party prompt written notice of such event, then the obligations of the party invoking this
provision shall be suspended to the extent necessary by such event. The term Force Majeure shall
include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar
occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections,
riots, or wars.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such
causes of non-performance and shall proceed to perform with reasonable dispatch whenever such
causes are removed or ceased. An act or omission shall be deemed within the reasonable control
of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or
affiliates.
11. CONFIDENTIALITY. Supplier acknowledges that during the course of this Agreement, it
may obtain confidential information regarding Customer's business, including but not limited to
pricing, designs, product mix, assembly, specifications, dimensions, tolerances, materials,
assembly instructions, channels of distribution, and Customer’s internal customer base. Supplier
agrees to treat all such information and the terms of this Agreement as confidential. Supplier
agrees to take all necessary precautions against disclosure of such information to unauthorized
third parties or to use that information for any purpose other than filling Customer’s orders
during and after the term of this Agreement. This obligation shall include, but is not limited to,
marking information as confidential, not allow the photographing of Customer’s samples or
production, appropriate security precautions and educating and directing employees regarding
preservation of confidentiality obligations. Upon request by Customer, all documents relating to
the confidential information will be returned to such owner and all electronic versions, including
backup, will be destroyed and their destruction certified. Supplier shall not, itself, or through
contracting with others decompile, reverse engineer, derive, duplicate any products, samples,
examples, formulae, specifications, or otherwise utilize Confidential Information for the purpose
of developing its own products, source of products or alternative sources of supply.
12. SPECIAL LIMITED AUTHORIZATIONS. The Supplier has been granted limited
authority to use the Customer’s Trademark(s) and Brand Names, whether registered or
unregistered (collectively “Trademark(s)”) in the manufacturing, and labeling process of Goods
manufactured exclusively for Customer, and shipping said Goods to the designated locations
directed by the Customer. Supplier acknowledges that said marking with Customer’s
Trademark(s) will be strictly limited to said Goods, will strictly follow Customer’s directions and
instructions as regarding said use, that there will be no use that does not meet customer’s quality
standards, and that said use will, at all times, inure to the benefit of Customer. In the event Goods
marked with Customer’s Trademark(s) are for any reason not accepted by Customer for sale by
Customer, those Goods shall not be further distributed in any geographical location with said
Trademark(s).
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13. NOTICES. Any notice or communication required or permitted under this Agreement shall
be sufficiently given if delivered in person or by certified delivery, return receipt requested, to
the addresses listed above or to such other address as one party may have furnished to the other
in writing. The notice shall be deemed received when delivered or signed for, or on the third day
after mailing if not signed for.
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
regarding the subject matter of this Agreement, and there are no other promises or conditions in
any other agreement whether oral or written. This Agreement supersedes any prior written or
oral agreements between the parties.
15. AMENDMENT. This Agreement may be modified or amended if the amendment is made in
writing and signed by both parties.
16. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that party's right
to subsequently enforce and compel strict compliance with every provision of this Agreement.
18. VIOLATION OF CUSTOMER’S REGULATORY REQUIREMENTS. The Supplier is
responsible and liable for the compliance of the following Customer’s regulatory requirements in
the country of intended use including but not limited to: CARB, 10+2 Import Security Filing,
CFR1303 Lead Base Paint, Lacey Act (APHIS), California Proposition 65, SB 657 California
Transparency Act, Social Compliance, Cal TB 117/ 133, Dodd-Frank Conflict Mineral, and such
other regulatory requirements as Customer may identify to Supplier.
The Supplier will be responsible to reimburse the Customer in full for any charges, penalties, or
ancillary costs associated with non-compliance to the above listed regulations and any additional
regulations that may transpire between contract year signing.
19. APPLICABLE LAW. This Agreement shall be governed by the Supplier’s national laws
and Customer’s state, federal, environmental, and social compliance laws. If there is conflict
between the binding laws of the Supplier and Customer, the Customer’s law shall supersede.
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By signing this agreement, the Supplier also agrees to the terms outlined in the Customer’s
Social Responsibility Statement, Supplier Code of Conduct, and Compliance Verification Letter.
Customer: Flexsteel Industries, Inc.
Printed Name: Jeff Bertsch
Signature:
Title: Sr. Vice President – Corporate Services
Supplier:
Printed Name:
Signature:
Title:
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FLEXSTEEL INDUSTRIES, INC.
SUPPLIER CODE OF CONDUCT
Flexsteel Industries, Inc. and its subsidiaries (Flexsteel) endeavors to conduct its business
in compliance with local laws and applicable U.S. legislation as it relates to imported and
domestic products with regards to customs, consumer product safety, environment, social
responsibility, fairness and human decency and require its suppliers and their
subcontractors to act in a similar manner. Flexsteel is committed to protecting the working
rights and safety of the people who produce products it uses in production or sells.
To these ends, Flexsteel prohibits illegal child labor, trafficking in persons, prison labor,
slave, involuntary, indenture, forced and bonded labor, physical or psychological abuse of
workers, harassment, corruption and bribery and unfair business practices. Flexsteel
expects its suppliers to maintain compliance programs and be able to demonstrate a
satisfactory record of compliance with applicable laws in the conduct of its business
including compliance programs related to humane treatment of employees and
contractors, safe working conditions, responsible recruitment and hiring practices, legal
work hours, pay and benefits, working environment free of discrimination, harassment,
corruption and bribery.
Flexsteel’s Supplier Code of Conduct applies to all suppliers and the suppliers’ contractors
who provide products to Flexsteel. Flexsteel will seek to identify and utilize suppliers who
share our commitment. At any time, with or without advance notice, Flexsteel reserves the
right to review and/or designate a third party to review, without any restrictions, any or all
facilities (including subcontractors) and business practices in order to monitor such
supplier’s commitment. The supplier shall require that the facility’s management provide
access to the facility and its books and records to allow for compliance review to be
conducted, including an opportunity for confidential and private interviews with facility
workers selected by our representative. No retaliation shall be taken against any workers.
Flexsteel reserves the right to terminate its relationship with the supplier or facility, cancel
purchase orders, return or revoke accepted or affected goods and/or require corrective
action be taken.
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Flexsteel Industries, Inc.
Statement of Social Responsibility
Flexsteel Industries, Inc. and its subsidiaries (Flexsteel) are committed leaders in social
responsibility, respecting the cultural values of all people, caring for the environment and
addressing community needs.
Flexsteel has long-standing policies established as a part of our corporate culture of social
responsibility. These policies include our Statement of Integrity, Guidelines for Business
Conduct, Code of Conduct, Equal Opportunity / Affirmative Action Policy, Non-discrimination
Policy, Environmental Policy Statement, Corporate Environmental Mission Statement and
Supplier Code of Conduct. Additionally, Flexsteel, through employee handbooks and other
communications, strives to create and maintain places of employment that are safe and free of
harassment of any kind.
Our Commitment to Employees
We will respect the dignity of our employees. We have established policies and practices to
ensure our employees’ right to personal security, and to a safe and clean workplace, free of
harassment, discrimination and violence. We will deal fairly and honestly with our employees
regarding wages, benefits and other conditions of employment. We will provide for equal
employment opportunity for employees and applicants for employment. We will comply with all
applicable laws and regulations wherever we conduct business.
Our Commitment to the Environment
Our Environmental Policy Statement has been signed by all Officers of Flexsteel. The policy
states: “All of Flexsteel’s stakeholders have a responsibility to protect our environment. The
Officers of Flexsteel and its subsidiaries will use our role as business and community leaders to
set the tone at the top to guide our management team in their efforts to improve the environment
we directly impact. We will identify our environmental footprint and reduce our impact by
implementing a wide variety of initiatives. Because we are committed to sustainable business
practices, and to our environment, this initiative will grow into core values dedicated to the
stewardship of resources.”
Our Suppliers
We will seek out suppliers who share our commitment to respect cultural values, the
environment and community needs. Our Supplier Code of Conduct requires that our suppliers
conduct business in compliance with local laws and applicable U.S. or country or intended use
legislation as it relates to imported and domestic products with regards to customs, consumer
product safety, environment, social responsibility, fairness and human decency. We are
committed to protecting the working rights and safety of the people who produce products for us.
We prohibit illegal child labor, trafficking in persons, prison labor, slave, involuntary, indenture,
forced and bonded labor, physical or psychological abuse of workers, harassment, corruption,
bribery and unfair business practices. We will provide training to our employees who are directly
responsible for our supply chain management to identify and report potential infractions related
to our Supplier Code of Conduct to our management team for evaluation. We expect our
suppliers to maintain compliance programs and demonstrate a satisfactory record of compliance
with the code. At any time, with or without advance notice, we may review or conduct a third
arty audit of any or all facilities and business practices in order to monitor a supplier’s
commitment to the code.
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FLEXSTEEL INDUSTRIES INC.
COMPLIANCE VERIFICATION LETTER
On behalf of “Supplier Name”,
We hereby confirm that our manufacturing facility & operations governing all employees within are
in full compliance with Flexsteel's Supplier Code of Conduct, Social Responsibility Statement,
Environmental Policy, and US Safety & Environmental Regulations.
We certify that our factory was in compliance prior to ‘date’ and has either made no changes or
made the following changes:
Check all that apply for 2012 & send supporting documentation as requested:
CPSIA (CFR1303 Lead Base Paint Regulation)
o Did you change finish/ vinyl suppliers or did your current supplier change materials
on existing Flexsteel product?
o If yes, did you retest per the requirements of CFR1303 and submit new test
certificates to Flexsteel? Yes/ No
No Polybrominated Diphenylethers (PBDE)
o Did you start upholstery or fabric for Flexsteel in 2012? Yes/ No
o Did you change fabric or poly fill/ cushion core suppliers? Yes/ No
o If yes, did you have them complete a ‘No PBDE’ statement and submit to Flexsteel?
Yes/ No
o Please provide style effected (if all, state ‘all’), new supplier, testing agency, and
statement
Low VOC/ HAP Coatings
o Did you make any changes to your finishing, gluing, touch-up, cleaning, or work
practices in 2012? Yes/ No
o If yes, please send a new Low VOC/ HAP Coatings Statement
CARB & Chain of Custody or Equivalent Certified Renewal Wood Statement
o Did you change wood suppliers or genus/ species of wood used on current Flexsteel
styles in 2012? Yes/ No
o If yes, are they CARB compliant? Did you send a CARB letter?
o If yes, did you send a revised Lacey Act Declaration Product Template?
o If yes, did you send a Chain of Custody or Supplemental Chain of Custody Statement
verifying the wood was from a renewable source?
Did you make any changes to your environmental policy?
o If yes, please list.
Supplier:
Printed Name:
Signature:
Title:
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