SalesandDistribution Policy
Purpose
Thisstatement sets forth the marketing policy of HookerFurnitureCorporation,including its wholly owned subsidiary entitlesBradingtonYoung,LLC and SamMoore Furniture, LLC (herein collectively “HOOKER”)as itrelates to the retaildistribution of HOOKER furniture; that is, the saleofHOOKERfurniture fromthe manufacturer directly to retail furniture storeswhichselldirectly toconsumers. HOOKER desires to achieve an overallmarketstructurewhich will permitHOOKER to provide products of excellent quality andvaluethrough a stablenetwork of quality retail furniture dealers.
BasicDistribution Policy
HOOKERseeksa stable network of quality retail furniture dealerswho canstock, display,promote, sell and service the HOOKER line offurniture inaccordance with thequality of the furniture. It is of particularimportance toHOOKER to beadequately represented but not over-represented inanymarketingarea sinceover-representation may lead to the loss of HOOKER’Sprestigiousimage and mayreduce the incentive for dealers to engage inpromotionalactivities.Generally, it is the policy of HOOKER to selectretailfurnituredealers whowill market its products in appropriate surroundingsin themostefficient, tastefuland effective manner. This is in keeping with ourlong-rangeobjectives ofproviding the best possible service to our customersandpreserving theprestige and status of our products and trade names.It isthepolicy of HOOKERnot to sell its products to any retail furnituredealer whoadopts distributionor sales methods which are detrimental to HOOKER’Sownlawfulinterests, orwhich bring discredit to the products or trade namesofHOOKER.For thesereasons, it is the policy of HOOKER not to sell itsproductstoretailfurniture dealers who sell HOOKER products atunauthorizedlocations, throughunauthorized divisions, or to unauthorized dealers.It isbelieved thatover-representation of HOOKER as well as sales ofHOOKER inretail establishmentswhich fail to meet the guidelines of this policy,would bedetrimental to theHOOKER line.
AccentChests, Consoles and Credenzas that are sold by HFCwith aproduct code of -50or -85 are NOT manufactured, offered for sale,marketed oradvertised to the retaileror final consumer by the foreign producer, foreignexporter,orUS importer aswooden bedroom furniture or for specific use in anybedroom.
OurLuxuryMotion by Bradington-Young productisrestricted toin-store sales onlyand must be offered for sale ONLY within theretailer'sapprovedtrading area.The productcan not be advertised forsale,whetheronline, byphone, fax, email or any other means, for deliveryoutsideofthe retailer'sstandard and approved trading areawithout theexpressedapproval of thepresident of Bradington-Young. Any exceptionsto thispolicy may resultin immediate termination of the retailer'sauthorization tooffer for sale anyLuxury Motion by Bradington-Young, whether in-storeorotherwise.
HookerFurniture manufactures casegoods and upholsteredfurniture whichmeet all current and applicable safety and compliancerequirementsat the time of the furniture’s introduction. However, aretailer’sinventory, including Make to Order furniture ordiscontinuedfurniture may not be suitable for shipment to otherjurisdictionsoutside of the retailer’s own. Retailers should takeextra carewhenshipping to other jurisdictions as they may requirespecificlabeling or compliance with other legal requirements(e.g.productsshipping to California). Retailers will indemnify,defend andholdHOOKER harmless from and against all cost, damages,claims(threatened or actual) and expenses, includingreasonableattorneys’fees, which may arise, develop or derive in any way fromsellinginto areas that are outside their tradingarea.
PolicyApplication
HOOKERbelieves each furniture retailer must determine hisownbusinesspolicies.Accordingly, HOOKER acknowledges that the dealer maydeclineatany time to dofurther business with HOOKER if the policies setforth inthisstatement areunsuited to his business or if for any other reasonthedealerdeems it to bein his best interest to drop the HOOKER line.Correspondingly,the dealerunderstands and agrees that HOOKER reserves theright, uponsuchnotice as thecompany deems reasonable, to withdraw any part ofits lineor todecline to dofurther business with any dealer for any reason thecompanydeems to be in itsbest interest. Although the company reserves thisright, thefollowing are somebut not all of the reasons that such terminationsmay takeplace
- Failureto payinvoices when due
- Inadequatesales
- Excessiveordercancellations
- Excessiveand/orunauthorized chargebacks
- Inadequateservice tocustomers
- Inadequatestocking,display or promotional efforts
- Inadequatelytrainedpersonnel
- Misleadingadvertising
SaleofHOOKER products at unauthorized locations or otherthan tocustomers orauthorized HOOKER retail furniture dealers
“Sellingaway” from HOOKER products
Imagewithinthe trading area not consistent with that maintainedbyHOOKERFurniture
Alldecisionsrelating to which portions of the line a dealer maysell, orwithdrawingportions of the line, are made by the territoryrepresentative.Decisionsterminating a dealership are made in the company’shomeoffice.Neither salesrepresentatives not the company will entertaincomplaintsfromretail furnituredealers about other dealers. This sales anddistributionstatement may besupplemented or amended at any time and from time totime.
GENERAL POLICY FOR PROMOTING HOOKER FURNITURE PRODUCTS ON THEINTERNET
HookerFurniture Corporation, including its wholly ownedsubsidiaryentitiesBradington Young, LLC and Sam Moore Furniture, LLC(hereincollectively“HOOKER”) maintains Web sites at the following URLaddresses:www.hookerfurniture.com; www.sammoore.com; andwww.bradington-young.com for thepurpose of promoting its products, educatingconsumers aboutfurniture, anddirecting consumers to their local retailers. Asnoted initsSales andDistribution Policy, HOOKER is interested inprincipallyconducting businesswith qualified retailers who will “stock, display,promote,selland service”HOOKER products in “bricks and mortar” retail storelocations intheir marketarea. Notwithstanding this fact, the conductofcommerceover theInternet is rapidly expanding and HOOKER understandsthatcertain of itsretailers may wish to market and/or promote HOOKERproductsontheir websites.As a result, HOOKER has developed and implementedthefollowingpoliciesregarding the advertisem*nt and marketing of HOOKERproductsonthe Internet.With the limited exceptions permitted below, HOOKERdealersmustlimit theiradvertising and solicitation of sales of HOOKERproducts totheir localgeographic area including local television, radio,newspapersand otherpublications.
Allauthorized HOOKER retailers may advertise on theInternet inorder to informtheir local market about the availability of HOOKERproductsintheir store.The limited right of authorized retailers to promoteandadvertise on theInternet is contingent on completion of this formand uponcompliance with theInternet policy guidelines outlined below. ThisInternetpolicysupplementsHOOKER’s sales and distribution policy.
HOOKERprovides a limited right to the use of its name,graphicsand hypertext links tothe HOOKER web pages on authorized retailer websitesunderthe followingconditions and with the following limitationsconcerninginternet use:
1.HOOKER owns all Intellectual Property related to the products itsells and distributes. The term “IntellectualProperty”includesthe following:
1.All copyrights and all other rights of any kind or nature to anyform or medium of expression;
2.All trade secrets and any other protection for confidentialinformation;
3.Patents and patent applications;
4.Any items artwork or other matters which are protect able or mayproperly be registered or protected under anycopyright,patent,trade secret,confidentiality or other similar laws;
5.Trademarks and trade names; and
6.Any other similar rights or interests recognized by applicablelaws, related to, or associated with HOOKER’sproducts.
2.HOOKER grants a non-exclusive and limited license to authorizedretailers to utilize HOOKER names and otherIntellectualProperty for purposesof advertising and promoting HOOKER products on theinternet.
3.Retailers must maintain good financial standing with HOOKER.
4.Copying HTML and other codes from HOOKER’s websites to use onanother website is prohibited.
5.Using deceptive language, which implies that a retailer hasgreater rights or privileges from HOOKER thanactuallygrantedor greater thanother retailers is prohibited.
6.Only current, up-to-date information may be used. Retailers mustkeep HOOKER advised of all URLs they utilize todisplay,advertise or marketHOOKER products.
7.Promotional information must be done in good taste and must beconsistent with HOOKER’s corporate goals
8.Retailers must comply with all other applicable HOOKER policiesand may only display HOOKER products they areauthorized tosell.
9.Retailers may not use HOOKER’s name in any part of theretailer’s website URL address.
10.Retailersmay not advertise, or display HOOKER’s products orimages onanyauction siteor comparative shopping site, such as EBay, Yahooauctions,Nextag, Calibrex,Craigslist or any similar web site. Sales ofHOOKERproducts onlinethrough auctions, or reverse auction sites of anykind areexpresslyprohibited.
11.Retailersmay not advertise or list for sale any HOOKERproducts onanythird partymarketplaces (such as Walmart.com, Amazon.com,Houzz.com,etc.)withoutexpressed written permission of either the VPCorporateMarketing or Sr. VPSales of Hooker Furniture. No other person isauthorizedto provide suchapproval.
12.HOOKERreserves the right to modify or amend theseconditions atit*discretion aswarranted.
13.Retailerswill indemnify, defend and hold HOOKER harmless fromandagainstall costs,damages, claims (threatened or actual) and expenses,includingreasonableattorneys’ fees, which may arise, develop or derivein anywayfrom Retailer’swebsite or unauthorized use of HOOKER’s IntellectualProperty onthe Internet.
14.HOOKERreserves the right to withdraw approval for thedisplay,advertisem*nt,promotion or sale on a web site of HOOKER productsby anyauthorized retailerat any time for any reason or for no reason inHOOKER’s solediscretion.Upon notice of such revocation of approval,theaffectedauthorizedretailer will immediately remove any objected-toHOOKERIntellectual Propertyor information regarding HOOKER products from theinternetwebsite.
15.HOOKERreserves the right to restrict products/collectionsfromInternet exposure in atotal or a limited basis.
16.Retailersmay not enter into any Internet marketingpartnerships,jointventures orrelationships for the marketing, advertisem*nt, saleanddistribution of HOOKERproducts on the Internet without the prior writtenapprovalbyHOOKER seniormanagement before implementation. HOOKER reservesthe righttoprohibit suchrelationships in its sole discretion.
17.Retailersmust provide HOOKER a draft of their internet website priortooffering HOOKERproducts for sale online and must obtain HOOKER homeofficewritten approval ofthe language regarding HOOKER products.
18.Retailerswho sell using the Internet and have product shippedtoconsumers, must utilizea HOOKER approved carrier to pick up HOOKER productsandprovide“white glove”delivery service to purchasers of HOOKER products.HOOKERconsiders“white glove” delivery service to include but not belimitedtodelivery by areputable home delivery provider to the consumer,opening ofHOOKER cartons onsite, inspection, complete set-up and “deluxing”,withproperremoval ofshipping materials. Retailers must also meetconsumers’reasonableafter-sale expectations by providing appropriate andreasonablefollow-upwarranty service.
HOOKERFURNITURE INTERNET MINIMUM ADVERTISED PRICE(“IMAP”)POLICY:Retailersare free to advertise and sell approved Hookerproductsonlinefor any pricethey choose. However, for “E-Commerce” and“Hybrid”Retailers as definedbelow only, any HOOKER item(s), advertised and/orofferedforsale under any ofits “Hooker”, “Bradington Young” or “Sam Moore”brands, willnotcontinue to besold for a period of ninety (90) days by HOOKER toanyRetailerthat for thefirst time, includes advertised prices for HOOKER anitem(s)onits website oradvertises, offers for sale on its website orcommunicatesbymeans of livechat, email or telephonic/facsimile communicationanyindividualitem(s) at anAdvertised price, as defined herein, that is lessthan theestablished HOOKER“Internet Minimum Advertised Price” (“IMAP”) asthose IMAPprices are set fromtime to time and communicated to retailers byHOOKER. Anyuse ofcoupon orpromotion codes must be approved in advance and inwritingbyHooker Furniture.Notwithstanding the foregoing, if a Retailer isadvised of afirst infractionof this IMAP Policy and, within two (2) businessdays,correctsthe infraction,and does not violate the IMAP Policy on that item(s)for thesucceeding threemonths, shall not be considered as having violatedthe IMAPPolicy.
ARetailerwho has once violated the IMAP Policy on an item(s),andviolates the IMAPPolicy a second time on the same item(s) (either bynotcorrecting the firstviolation or incurring a second violation within thefollowingninety (90)days), that Retailer will not be permitted toadvertise orpurchase the item(s)that are involved in the second violation for aperiod ofninety(90) dayfollowing notification by Hooker of the secondviolation.A Retailer whohas twice violated the IMAP Policy, and violates theIMAPPolicya third time,that Retailer will not be permitted to advertise orpurchasetheitem(s) thatare involved in the third violation for a period oftwelve(12)monthsfollowing notification by Hooker of the thirdviolation.Following notificationof the Retailer by HOOKER of the third violation,theRetailermay reapply toHOOKER for permission to purchase HOOKER productsafter aperiodof one (1)calendar year. HOOKER may, in its solediscretion,permitthe Retailer torecommence purchasing the item(s) and/or maycondition suchpurchase on anyrequirements or conditions satisfactory toHOOKER.
IfaRetailer has been notified that an item(s) is nolongereligiblefor purchasefor a period of time, the Retailer is notified thattheirrightto use theassociated copyrights, images, trademarks or productcopyanddata is alsosuspended for the notated period of time. Alldata onthatitem(s) shouldbe immediately removed from Retailer’s website andmarketingmaterials and notused on Retailer’s website or otherwise until suchtime astheRetailer hasbeen reauthorized to purchase that item(s). TheRetailerfurtherunderstandsthat Hooker will accept no responsibility and/orassociatedliability for anyorders accepted by the Retailer during any periodwhich theRetailer’s right toadvertise and offer for sale any item (s) issuspended.
HookerFurniture products that are returned by consumersmay beresoldonline by anecommerce retailer.Such items may besold underIMAPbut it must bemade very clear on the site that this item is areturn or atransitcancellation.Such items should have anobviousdescription in thetitle and description that clearly states that thisitem wasareturn (may becalled an “Open Box Return”).The imageon suchitemsshould be ofthe actual item and not a standard new product imageprovided byHooker.Cancelled orders that are notreturns andarestill sealed intheir factory cartons cannot be classified as an“open boxreturn” item andmust be advertised at the IMAP price.
WhenaRetailer advertises a Hooker Furniture, Sam Moore orBradington-Young producton the internet and that product is available indifferent“grades” that affectthe IMAP price (such as fabric options), theRetailer mustprovide the “range”of advertised prices for the product or the Retailermustclearly state thatthe price shown is the “Starting Price” for theitem(s) andthatthe actualitem(s) price may be higher.
HOOKERdoesnot seek, and will not agree with Retailers aboutprices tobecharged.Decisions to end distribution of anycollection orproductto anyRetailer for violation of this policy will be madeby HOOKERunilaterally,without consultation with that Retailer or any otherRetailer.“Advertised price” as that term is usedherein, shallmeanthe Retailer’stotal Internet advertised price reduced by thewholesalevalueof anyassociated premium, gift, and/or promotional itemgiven awaywith the sale ofthe products covered by this policy. TheAdvertisedprice,as definedabove, may not be less than the published IMAP pricefor anyindividual item.HOOKER will make the determination of Advertisedpriceunilaterally. Retailercomplaints are neither solicited nor encouraged.HOOKER anditsagents andemployees will not engage in any discussion with aRetailerabout anyinformation received regarding another Retailer’sprices, oraction that may betaken or has been taken by HOOKER. HOOKER willnottakeaction on anyinformation received, but rather will make its ownindependentdetermination.HOOKER’s IMAP policy is a unilateral statement ofthe termsonwhich HOOKERwill do business with Retailers. HOOKER neitherseeks norwillit acceptretailer agreement with or to this policy.
RetailerDefinitions:
- “E-CommerceRetailer”: a Retailer that sells more than60% ofitsHooker,Bradington-Young or Sam Moore products(collectively orseparately asdetermined by HOOKER) to consumers that havenevervisitedRetailer’sstore(s) and who reside outside the localtrading areaofRetailer’sstore(s) (as determined by HOOKER). Inaddition toapplication ofthe IMAP Policy, HOOKER will delay selling toE-CommerceRetailers for aperiod of at least 24 months products thatHOOKERdesignatefrom time totime as being “Local Market”, embargoedproducts.
- “HybridRetailer”:a Retailer that sells between 15% and 60%of itsHooker,Bradington-Young or Sam Moore products(collectively orseparately asdetermined by HOOKER) to consumers that havenevervisitedRetailer’sstore(s) and who reside outside the localtrading areaofRetailer’sstore(s) (as determined by HOOKER). Inaddition toapplication ofthe IMAP Policy, Hybrid Retailers may notadvertiseproductsdesigned byHOOKER as “Local Market” embargoed productsoutsidetheirlocal tradingarea by any means other than unpaid organicsearches oftheir store’swebsite.
- HOOKERwill notifyRetailers of their classification as E-CommerceorHybridRetailers.
DistributionChannels and Sub Channels
- Catalogs
- Clubs
- E-Commerce
- InteriorDesign
- Boutiques
- Commercial
- InteriorDesign Firm
- SalesRep Account
- SoleOperator DesignFirms
- Tothe Trade
- International
- AllOther Countries
- LargeIndependent
- Lifestyle
- MajorFurniture Chains
- MassMerchants
- Rental
- SmallIndependent
Hooker Furniture CorporationRepair and ReplacementPolicy
Weexpectour dealers to handle normal deluxing of ourfurniture as aservice to theircustomers. This should include dusting off theunit,touching up minorscratches, leveling to align doors and drawers andotherminorsteps necessaryto make the furniture satisfactory for use in thehome.
Ifthe itemappears to be damaged, file a claim with yourcarrierimmediately. Allfreight claims must be filed within 15 days ofreceipt.Ifa dealer isunsure if product is defective or damaged, theyshouldcontacttheir HookerFurniture sales representative AND the carrier.OncetheHooker Furnituresales representative and/or carrier have made adetermination,the dealershould utilize the following guidelines:
Ifthe itemis defective, the following guidelines apply
1)Repair Parts and Replacement Items
a)Defective parts under warranty are replaced at no charge,freight prepaid
b)Part Orders: should be placed by using the dealer websiteatwww.hookerfurniture.comorbyphone, fax, email or mail.
i)The Hooker Furniture part number(s) and original invoice numberfor the part(s) needed, along with a generaldescriptionofthe reason, must beon the order. The Hooker Furniture partnumber canbefound on the dealerwebsitewww.hookerfurniture.com
(1)Log on to the dealer site using your user name and password
(2)Enter item number and click search
(3)Under “Item results”, select the item
(4)Select “order parts” and follow the instructions. (you canaccess the official parts card from this area ofthewebsite)
c)Replacement Items
i)Hooker Furniture requires photos and possible inspection by theHooker Furniture sales representative for allreplacementitems. TheHooker Furniture sales representative willdetermine ifareplacement isappropriate.
ii)Disposition of the defective unit will be determined by yourHooker Furniture sales representative.Beforecreditcan be issued, proofof disposition must be provided to HookerFurniture:
(1)If an item is transferred to a salvage dealer, a bill of ladingmust be provided by the dealer requesting thetransfer.The bill oflading must be received by customer relations(fax#800-388-2289) within 30days of the transfer
(2)If the Hooker Furniture sales representative determines adonation is best, the dealer must send adonationreceipt tocustomer relations(fax# 800-388-2289) within 30 days after thereceipt ofreplacement piece
(3)If a unit is defective beyond repair, your Hooker Furnituresales representative can request the unit bedisposed ofbythe dealer and theHooker Furniture sales representative willinformcustomerrelations. Inorder to receive credit for the disposed unit,thedealermust provide customerrelations (fax# 800-388-2289) with writtenconfirmationofdisposal within 30days
(4)Hooker Furniture does not normally accept returns. Undercertain circ*mstances, a Return Authorizationrequestmay besubmitted by theHooker Furniture sales representative and, ifapproved,willbe issued bycustomer relations.
(a)Hooker Furniture will select the carrier
(b)Dealer is responsible for proper packaging of returns
(c)Improper packing or no packaging will result in less than fullcredit
(d)Merchandise must be returned within 60 days
2)Repair Bill
a)Under $100.00, submit to customer relations (fax#800-388-2289)for approval
i)Copy of the paid bill for actual repair work must be submittedwithin 30 days of repair date. If approved,credit willbeissued to youraccount.
ii)No credit issued for travel time, service calls or taxes
b)Over $100.00, contact your Hooker Furniture salesrepresentative
i)Photos will be required and a possible inspection to be made byyour Hooker Furniture salesrepresentative
ii)Authorization may be made by your Hooker Furniture salesrepresentative of one of thefollowing:
(1)Authorizing a charge back for the repair of unit
(2)Allowance to keep the unit “as is”
(3)Replacement of the unit if repairs are not cost effective
3)Damaged Goods
a)Obvious carton damage:
i)Do not withhold payment for freight damaged goods – it is yourfreight carrier’s responsibility to resolvefreightdamageissues
ii)Dealer should refuse item(s) and make notations of damage on BOLor open the carton(s) and perform a completeinspectionofthe product(s)
iii)File claim according to carrier instructions – Remember, claimsmust be filed within 15 days
b)Concealed damage
i)Contact your carrier to file a claim, and the Hooker Furnituretraffic department (phone276-632-2133)
4)Shortages
Hooker Furniture requires that customersreportany possible shortages immediately upon receiptintotheirfacility. It is ourexpectation to be informed promptly so that atimelyeffortcan be made by HookerFurniture, our customers, and our carriers todeterminethenature, accuracy,and cause of any suspected shortages. If thisnotificationis not receivedwithin 72 hours, Hooker Furniture cannot honoranydeductions for shortages oroffer replacement items at no charge.
