Vendor Guide

RadioShack Vendor Guide ii Rev July, 2012

Table of Contents Table of Contents .................................................................................................. ii 1.0 Introduction ................................................................................................ 1

1.1 Our Proud Retail History ................................................................................................ 1 1.2 Vendor Agreement ......................................................................................................... 1 1.3 Communication .............................................................................................................. 2 1.4 Confidential Information Policy ....................................................................................... 2 1.5 Non-Disclosure Agreement ............................................................................................ 2 1.6 Financial Requirements ................................................................................................. 2 1.7 Vendor Insurance Requirements ................................................................................... 3 1.8 Support Terms ................................................................................................................ 3

2.0 Vendor Reliability ....................................................................................... 3 2.1 Timely Shipping .............................................................................................................. 3

3.0 Compliance ................................................................................................ 4 3.1 Regulatory Product Questionnaire (RPQ) ...................................................................... 4 3.2 Consumer Product Safety Improvement Act .................................................................. 5 3.3 Intellectual Property Questionnaire (IPQ) ...................................................................... 5

4.0 Code of Ethics ............................................................................................ 5 4.1 Supplier Code of Conduct .............................................................................................. 5

5.0 Vendor Proposal Packet............................................................................. 6 5.1 Proposal Packet Requirements ...................................................................................... 7 5.2 How to Assemble Your Proposal Packet ....................................................................... 7 5.3 Review of Proposal Packet ............................................................................................ 8 5.4 Development of Products for RadioShack ..................................................................... 8 5.5 Samples ......................................................................................................................... 8

6.0 Quality Assurance Requirements ............................................................... 8 6.1 Quality Assurance Measurement Standards ................................................................. 9 6.2 Definitions of Audit Defects ............................................................................................ 9 6.3 Nonconforming Products ................................................................................................ 9 6.4 Discounts for Non-Compliance .................................................................................... 10

7.0 Product Labeling Specifications ............................................................... 10 7.1 RadioShack catalog number ........................................................................................ 10 7.2 UPC Codes .................................................................................................................. 11 7.3 Label Placement........................................................................................................... 11

8.0 Packaging and Delivery Requirements .................................................... 11 8.1 Master Pack Carton Specifications .............................................................................. 11

8.1.1 Structural Design Recommendations ...................................................................... 11 8.1.2 Master Pack Carton Size and Weight Requirements .............................................. 12 8.1.3 Master Pack Labeling Requirements ....................................................................... 13

8.1.3.1 Case Mark for Shipment to RadioShack Regional Distribution Centers ......... 15 8.1.3.2 Case Mark for Shipment to RadioShack Specialty Distribution Centers and Manufacturing ................................................................................................................... 15 8.1.3.3 Case Mark for Shipment to RadioShack National Parts Distribution Center .. 16

8.1.4 Master Pack Label Placement ................................................................................. 16 8.1.4.1 Additional Specifications for Odd Cartons .................................................... 17

8.1.5 Sealing Outer Cartons ............................................................................................. 17 8.1.6 Special handling notations ....................................................................................... 18 8.1.7 ESN Labeling Requirements ................................................................................... 18

8.2 Shippable Inner Pack Carton Specifications ................................................................ 19 8.2.1 Shippable Inner Pack Size and Weight Requirements ............................................ 19 8.2.2 Shippable Inner Pack Labeling Requirements ........................................................ 20

8.3 Pullable Inner Pack Specifications ............................................................................... 20

RadioShack Vendor Guide iii Rev July, 2012

8.3.1 Pullable Inner Pack Labeling Requirements ............................................................ 20 8.4 Pallet Standards ........................................................................................................... 20

8.4.1 Pallet Type ............................................................................................................... 20 8.5 Carton Stacking on Pallets ........................................................................................... 22 8.6 Trailer Loading Requirements ...................................................................................... 24

8.6.1 Loading Requirements for Domestic Shipments ..................................................... 24 8.6.2 Loading Requirements for Import Shipments .......................................................... 24

8.7 Shipment of Hazardous Materials (MSDS) .................................................................. 24 9.0 Domestic Shipping Requirements ............................................................ 24

9.1 Bill of Lading ................................................................................................................. 24 9.2 Packing List .................................................................................................................. 25

10.0 Import Shipments ..................................................................................... 25 10.1 Import Shipping documents ......................................................................................... 25 10.2 Import Bill Of Lading ..................................................................................................... 26 10.3 Booking Request .......................................................................................................... 26 10.4 Container Delivery Requirements ................................................................................ 27 10.5 Payment of Fees .......................................................................................................... 28 10.6 Invoicing for Import Shipments ..................................................................................... 28

11.0 Supply Chain Security Requirements ....................................................... 28 12.0 Defective/Returned Merchandise ............................................................. 29

12.1 Return Authorization (RA) ............................................................................................ 29 12.2 Product Return Process ............................................................................................... 29

13.0 RadioShack Service Authorization ........................................................... 30 13.1 Service Information/Schematics and Training ............................................................. 30 13.2 Spare Parts .................................................................................................................. 30 13.3 Service Manuals and Documents ................................................................................ 30 13.4 Reimbursement for Services ........................................................................................ 31

14.0 Electronic Data Interface (EDI) ................................................................. 31 15.0 Invoices/Payments ................................................................................... 31

15.1 EDI Transactions .......................................................................................................... 31 15.2 Email Correspondence ................................................................................................. 31 15.3 Mail ............................................................................................................................... 31

16.0 Collaboration, Planning, Forecasting and Replenishment ........................ 32 16.1 Goals and Objectives ................................................................................................... 32 16.2 Measurement of Success ............................................................................................. 32 16.3 Forecast and Order Responsibility ............................................................................... 33 16.4 Information Sharing and Collaboration Points ............................................................. 33 16.5 Collaboration Points ..................................................................................................... 33 16.6 Frequency of Updates .................................................................................................. 34 16.7 Method of Data Sharing ............................................................................................... 34 16.8 Collaboration SKUs ...................................................................................................... 34 16.9 Service and Ordering Commitments ............................................................................ 34 16.10 General .................................................................................................................... 34

RadioShack Vendor Guide iv Rev July, 2012

Exhibit A Regulatory Product Questionnaire (RPQ) ......................................... 36 Exhibit B Vendor Questionnaire (Products) ..................................................... 45 Exhibit C Key Questions for Product Vendors ................................................. 50 Exhibit D Logistics Vendor Routing Request ................................................ 51 Exhibit E APLL Booking Form .......................................................................... 52 Exhibit F Foreign Supplier C-TPAT Security Questionnaire ............................ 53 Exhibit G Hazardous Material Information ....................................................... 57 Exhibit H Carton Strength Requirements ......................................................... 60

RadioShack Vendor Guide 1 Rev July, 2012

1.0 Introduction

RadioShack Corporation has designed this guide for vendors interested in doing business with RadioShack. This guide introduces RadioShack and provides information about our company and our business philosophy and practices.

This guide provides basic information you need to pursue business with RadioShack. We realize providing better products and services through a more efficient distribution process translates into customer satisfactionour highest commitment. Think Customers First is our #1 priority.

RadioShack supports adherence to the standards and guidelines promulgated by the following organizations:

Voluntary Interindustry Commerce Standards (VICS) www.vics.org

Uniform Code Council, Inc. (UCC) for Uniform Product Codes (UPC)

Consumer Product Safety Commission (CPSC)

American National Standards Institute standards for Electronic Data Interchange

All guidelines stated herein are company policy and cannot be changed or modified by

RadioShacks buyers. This guide takes precedence over any routing guides or vendor manuals previous published by RadioShack Corporation. We frequently update our

business documents to keep up with changing manufacturing and business practices and

technologies; if this document is over 6 months old, please request an updated copy or

obtain online at http://www.radioshackcorporation.com/contacts/vendorguide.pdf

1.1 Our Proud Retail History

In 1921, RadioShack was born in the heart of downtown Boston as a one-store retail and mail-order company catering to ham radio operators and electronics enthusiasts. RadioShack first opened its doors on Brattle Street, adjacent to the Brattle Tavern where George Washington met with his staff during the Revolutionary War.

Today, RadioShack is one of the most trusted consumer electronics specialty retailers in North America, with more than 6,000 company and dealer outlets in the United States and more than 200 RadioShack locations in Mexico. Our knowledgeable and helpful sales associates deliver convenient product and service solutions within minutes of where most Americans either live or work.

1.2 Vendor Agreement

All vendors wishing to conduct business with RadioShack Corporation are required to sign a binding Vendor Agreement with RadioShack Corporation or one or more of its subsidiaries (e.g., Ignition L.P., RadioShack Global Sourcing Limited Partnership). As used in this Guide, the term RadioShack will mean all of the applicable RadioShack entities. Potential vendors should carefully review the agreement with their attorneys. It is important for potential vendors to make sure they understand all terms and conditions in this agreement.

Execution of the Vendor Agreement does not create an obligation on the part of RadioShack to purchase any minimum level of products from a particular vendor.


1.3 Communication

RadioShack will email all correspondence to vendor-provided email addresses. It is the vendors responsibility to provide RadioShack accurate and current email addresses. RadioShack has included company email addresses and contact information throughout this Vendor Guide.

1.4 Confidential Information Policy

All vendors are required to comply with the following policy concerning confidential information of RadioShack.

It is RadioShacks policy to ensure its operations, marketing plans, product plans, designs and development, supply chain activities, and other business affairs, as well as confidential information entrusted to us by our strategic partners and vendors, are kept confidential. If a vendor acquires confidential or proprietary information about RadioShack, this information is to be kept in strict confidence and is not to be discussed with anyone outside of the RadioShack/vendor relationship. The vendor is also responsible for the internal security of such information. The Vendor Agreement provides further details about vendors obligations regarding RadioShacks confidential information.

1.5 Non-Disclosure Agreement

Upon request by RadioShack, prior to the execution of the Vendor Agreement, the vendor must submit an executed copy of RadioShacks Mutual Non-Disclosure Agreement (the NDA). Unless the vendor submits an executed NDA, the vendor will be deemed to have agreed that all information submitted to RadioShack, including information submitted in the proposal packet and information to be submitted by the vendor to RadioShack in the future, will not be considered confidential, even if the information is marked as confidential. In addition, without an executed NDA, the vendor will also be deemed to have agreed that RadioShack will have the right to use and disclose the information, both internally and to third parties.

Important: RadioShack has no obligation to pay a vendor for any information provided by the vendor.

1.6 Financial Requirements

Dun & Bradstreet (D&B)

In order to evaluate a firms financial standing, RadioShack will obtain a D&B Financial Report on potential vendors. To ensure an accurate report, you must update your financial information with D&B. If you are not currently listed with D&B, you will need to take the necessary steps to become listed. You will be issued a D-U-N-S Number at the time of your listing with D&B. The D-U-N-S Number is D&Bs distinctive nine-digit identification number that RadioShack uses as a reference for running the report. You will benefit from this listing because other companies also use D&B as a resource to evaluate your financial position.

You can call Dun & Bradstreet at (800) 333-0505 in the U.S. or visit its website at www.dnb.com.


1.7 Vendor Insurance Requirements

Vendor must provide a copy of their Certificate of Insurance in every proposal packet.

Important: RadioShack will not process any packet that does not include a current Certificate of Insurance.

Your insurance must have at least the following minimum liability coverage

$3 million personal injury or death;

$3 million property damage; and

$3 million product liability.

The Vendor Agreement will state the specific amount of coverage required. You may have an umbrella policy, as long as the above areas are protected to the stated minimum dollar coverage amount.

Important: Your certificate must name "RadioShack Corporation, its subsidiaries or divisions, and its affiliates" as an additional insured and as a certificate holder. You must use the exact wording above (in quotes) on your Certificate of Insurance.

1.8 Support Terms

To support the selling costs incurred by RadioShack on behalf of the vendor, offsets are provided by vendor to RadioShack. In addition, RadioShack and vendor may mutually agree on additional selling offsets from vendor from time to time over and above cost offsets set forth on the Vendor Agreement. The vendor has the right to obtain support for the calculation by RadioShack of the cost offsets based on the stated offset percentage applied against RadioShacks cost of merchandise purchased by RadioShack from vendor during the period, provided that the good faith determination by RadioShack will be final and binding on the parties absent manifest error.

2.0 Vendor Reliability

Reliability is defined as on-time fill rate. A high reliability commitment is expected from all vendors to ensure the highest levels of customer satisfaction. RadioShacks Inventory Management department will work with all vendors to determine the appropriate lead times required to fill orders to the highest fill rate possible. Reliability is a key performance metric that RadioShack uses to allocate the amount of future business between RadioShack and its vendors where the most reliable vendors will be given preferential consideration. Vendors with low reliability rates may be dropped from future business.

2.1 Timely Shipping

RadioShack carefully analyzes a vendors ability to ship and deliver products in a reasonable amount of time and on time, because RadioShack can incur significant losses, in terms of both monetary damages and customer respect, from late shipments. To meet our expectations, all vendors must deliver products on time and meet all associated delivery windows, cut off dates, and documentation requirements including, but not limited to, those required by customs or the carrier/freight forwarder.

Shipments to be imported into the United States should refer to the Vessel Departure Date as stated on the purchase order (PO).


Shipments originating within the United States should refer to the either the Ship By or Must Receive By Date as stated on the PO.

3.0 Compliance

RadioShacks vendors must comply with the Vendor Agreement, this Vendor Guide and all laws, rules and regulations of the United States, individual States and localities, and foreign laws applicable to the vendors business and its products and/or services being offered to RadioShack. This includes, when applicable, registration, notification, and payment of fees as required by any governmental agency for particular product or service categories. The vendor will pay any additional transportation, energy efficiency, and end of life recycling expenses required by any applicable laws, rules, and regulations.

RadioShack reserves the right to refuse products from a vendor that do not meet our requirements or fail to comply with applicable federal or state laws and regulations. The Vendor Agreement and this guide provide remedies to RadioShack for a vendors failure to comply with these requirements including any penalties or other charges assessed against RadioShack as a result of the vendors acts or omissions. In addition, the vendor shall be liable for any costs, fees, penalties and any other resulting damages incurred by RadioShack due to products being stopped, seized or delayed by U. S. Customs due to any failure of vendor to comply with all applicable laws, rules or regulations or as a result of any of vendors products being recalled or otherwise found to violate any applicable law, rule or regulation.

A complete explanation of the RadioShack regulatory compliance requirements are compiled in the Regulatory Compliance Policy, RS-01: Safety and Regulatory Requirements for Product Sold by RadioShack. The general requirements set forth in this document apply to all products provided by the vendor regardless of the brand name placed on the product.

3.1 Regulatory Product Questionnaire (RPQ)

The Regulatory Product Questionnaire (RPQ) is required for all products sold to RadioShack. This document is used to confirm the vendors compliance path. It is the vendors responsibility to ensure accuracy of all information and complete the RPQ form within 5 business days from RadioShack transmission date. Refer to Exhibit A for an example of the RPQ form.

RadioShack will email an electronic RPQ form to the identified vendor email address on file with RadioShack.

The RPQ is used to provide information in the following areas

General product information

Sales/distribution restrictions

NRTL listing requirements

FCC compliance requirements

CPSC compliance

FDA compliance

Environmental/restricted substances compliance

Battery requirements


Other Federal and State compliance requirements

Miscellaneous compliance matters

3.2 Consumer Product Safety Improvement Act

The Consumer Product Safety Improvement Act of 2008 (CPSIA) requires certification for childrens products as well as certification for general products that are subject to a rule, ban, regulation, or standard enforced by the Consumer Product Safety Commission (CPSC). RadioShack requires a copy of the certification be supplied with each shipment of any applicable products.

3.3 Intellectual Property Questionnaire (IPQ)

The Intellectual Property Questionnaire (IPQ) is required for certain products sold to RadioShack. This document is used to confirm the vendors legal rights to any intellectual property that is a part of products offered to RadioShack (e.g., patents, trademarks, trade names, service marks, trade secrets, mask works, copyrights, designs, etc.). It is the vendors responsibility to ensure accuracy of all information and complete the IPQ form within 14 days from RadioShack transmission date.

RadioShack will email an electronic IPQ form to the identified vendor email address on file with RadioShack.

4.0 Code of Ethics

RadioShack, recognizing its responsibilities throughout its worldwide operations, has a longstanding corporate Code of Ethics Policy. This policy prohibits unlawful or improper business conduct, including illegal or improper payments to or from RadioShack, its domestic and foreign subsidiaries, branches, or divisions in all countries where it conducts business or where its products are sold or services rendered. It is also RadioShacks policy to conduct its business and operations with high moral, ethical and legal standards, avoiding conflicts of interest and the appearance of impropriety. This policy includes strict policies on employees receiving gifts, or samples from vendors or suppliers. This policy also encompasses the Supplier Code of Conduct discussed below.

Contact RadioShacks Ethics and Corporate Compliance Department for a copy of RadioShacks Code of Ethics Policy.

4.1 Supplier Code of Conduct

The purpose of the Supplier Code of Conduct is to communicate RadioShacks commitment that its vendors and suppliers provide safe working conditions, treat employees with respect and dignity, utilize environmentally responsible processes, and comply with local laws, rules, and regulations.

Compliance with the Law and Code of Conduct. In addition to compliance with all applicable laws as described in the previous sections, RadioShacks vendors are to implement, maintain and enforce appropriate policies and procedures to promote compliance with the Supplier Code of Conduct.

Restricted Persons, Companies, Countries and Materials. RadioShacks vendors must not employ or contract with any individuals or entities listed by U. S. agencies as denied, blocked, or specially designated persons or the like. Further, products provided by vendors to RadioShack may not include components obtained from U.S.-


embargoed countries, restricted companies, or denied, blocked, or specially designated persons or entities. Vendors are to periodically review the various lists maintained on the Internet by the U.S. Department of Commerces Bureau of Industry and Security, the U.S. Department of State and other federal agencies to ensure compliance with these requirements. RadioShacks vendors are to implement and maintain supply-chain controls and security procedures in order to prevent the introduction of non-manifested or otherwise inappropriate cargo into outbound shipments that include products being shipped to RadioShack.

Safety, Health, and Workplace Environment. RadioShacks vendors are to provide appropriate controls, safe work procedures, preventative maintenance, and protective measures to reduce and prevent accidents and injuries to the vendors employees and to promote a safe and healthy working environment at its facilities.

Hiring Practices. RadioShacks vendors are not to make use of forced, bonded, indentured, or prison labor. Vendors are to employ workers who meet the minimum age, education, and other requirements according to the laws that apply to the facilities where vendors employees will be providing services for the products to be sold to RadioShack.

Proper Treatment of Employees. RadioShacks vendors are to treat their employees with respect and dignity and are not to subject any employee to any physical, sexual, psychological, verbal, or any other form of harassment or abuse. Vendors are to engage in fair and reasonable practices relating to hiring, training, working conditions, length of work shifts and work weeks, job assignments, wages, benefits, promotions, discipline, termination, and retirement consistent with local standards and applicable laws.

The Environment. RadioShacks vendors are to make use of commercially feasible practices that promote the efficient use of resources and that demonstrate respect for the global environment. Vendors are to make reasonable efforts to reduce excess packaging, use recycled and non-toxic materials, and utilize manufacturing processes that minimize negative impacts on the environment consistent with local standards and applicable laws.

Notice and Record Keeping. RadioShacks vendors are to maintain records of sufficient detail to permit RadioShack to evaluate the vendors compliance with any RadioShack published Code of Conduct, the Code of Ethics and the Vendor Agreement.

Compliance Monitoring. RadioShack may, from time to time, visit the manufacturing and shipping facilities of its vendors to evaluate compliance with the Vendor Agreement and the Vendor Guide including this Supplier Code of Conduct and the Code of Ethics. RadioShacks vendors must permit RadioShack to formally audit vendors compliance periodically and at vendors expense.

Violations. RadioShacks vendors are to promptly address any deficiencies identified by RadioShack during any on-site visit and/or audit and are to develop and implement corrective actions to correct identified deficiencies. RadioShack may terminate its agreement(s) with a vendor at any time for failure to comply with the Vendor Agreement and/or the Vendor Guide including this Supplier Code of Conduct and the Code of Ethics.

5.0 Vendor Proposal Packet

Vendors who wish to initiate a business relationship with RadioShack must submit a complete proposal packet. After RadioShack reviews this packet and determines to


proceed, RadioShack will furnish the Vendor Agreement to the vendor for review and signing.

5.1 Proposal Packet Requirements

Vendor must provide all required information at the initial proposal stage for the product or service.

Vendor Questionnaire (Products). Your packet must include a complete Vendor Questionnaire (Exhibit B), either typed or printed, for your products. Complete all sections of the questionnaire, so that we may conduct a fair and educated evaluation of your products or services.

Key Questions. To determine if your products fit within RadioShack's business strategies, or the market as a whole, your packet must also include your responses to the Key Questions for Product Vendors (Exhibit C), either typed or printed.

D&B Information. List your most recent financial information filed with Dun & Bradstreet (D&B) See Section 1.6 Financial Requirements.

Liability Insurance. Provide the materials described in Section 1.7 Vendor Insurance Requirements.

Samples. Provide product/service sample(s) as appropriate.

Important: RadioShack will not be liable for any costs incurred by vendors to meet regulatory, industry, or RadioShack standards.

5.2 How to Assemble Your Proposal Packet

Be sure to provide enough information, either through catalogs or product literature, to allow RadioShack to make an informed decision regarding your product.

1. Gather all product literature including catalogs, price lists, etc.

2. Select samples for submission.

Important: Unless otherwise agreed in writing, all samples submitted become the property of RadioShack.

3. Review Section 5.1 Proposal Packet Requirements to ensure you have included all necessary materials.

4. Make copies of all documents in your packet for your own records.

5. Send all documents and product samples to the appropriate address or office listed on the bottom of the Vendor Questionnaire.

5.3 Review of Proposal Packet

Upon receipt, the completed proposal will be forwarded to the appropriate RadioShack buyer for review.

Upon reviewing your product and a complete proposal packet, RadioShack will decide whether to pursue a relationship with the vendor. The buyer may schedule a face-to-face meeting or conference call to discuss business opportunities, or may communicate with you further in writing.


5.4 Development of Products for RadioShack

If a vendor proposes to develop products for RadioShack, including developing products in accordance with RadioShacks design specifications or requirements, the vendor and RadioShack will enter into a separate agreement, with terms to be agreed upon by the parties, concerning the development process, ownership of the intellectual property associated with the products, and other matters associated with the development of the products.

5.5 Samples

When submitting samples, unless RadioShack requests otherwise, vendor should only send six (6) of each product vendor wants RadioShack to consider. Unless otherwise agreed in writing, all samples submitted become the property of RadioShack. If there are style differences, such as color or design, please feel free to include detailed product information conveying these options. Additionally, RadioShack asks that vendor send nothing that weighs more than 35 pounds or that is larger than 4 square feet. If vendors product exceeds these limits, vendor should ONLY send detailed product literature that includes the specifications and appropriate illustrations, photographs and/or video of vendors product, unless RadioShack specifies otherwise in writing.

6.0 Quality Assurance Requirements

RadioShack wants our customers to trust the quality of our merchandise and services, knowing they are receiving the best value for their money. Therefore, we expect our vendors to be knowledgeable about their industry and each product or service they provide to RadioShack. RadioShack recognizes its responsibility throughout its worldwide operations to provide products that are of the best operational quality. To meet those requirements RadioShack has established a thorough quality assurance program. Vendors are responsible for meeting the merchandise quality assurance requirements that have been established by RadioShack.

RadioShacks Engineering, Quality Assurance, Industrial Design, Publications and Packaging departments will work closely with our vendors to deliver quality products including those that bear the RadioShack name. All branded and co-branded products are also reviewed to ensure each product will meet our customers high expectations and maintain our commitment to complete customer satisfaction.

All products purchased by RadioShack must meet or exceed the specifications and quality of the final samples approved by RadioShack.

6.1 Quality Assurance Measurement Standards

RadioShack acceptance standard is the American National Standards Institute- ANSI/ASQC Z1.4-1993 (See ANSI Standards for Definitions and Terminology).

A random selection of samples for testing will be extracted from a minimum of three (3) master shipping cartons (if more than 3 cartons are shipped in the lot). The number of samples to be tested is determined as follows

RadioShack (AQL) Acceptable Quality Level using Single Normal sampling plan

QAC Incoming AQL RSGS Outgoing Inspection AQL Recommended Vendor AQL

Critical Zero Zero Zero


Major AQL 2.5 L1 AQL 1.0 L2 AQL 0.65 L2

Minor AQL 6.5 L1 Based on severity AQL 1.50 L2

6.2 Definitions of Audit Defects

Critical Very Serious

Critical Defect. A defect that judgment and experience indicate: (i) would result in hazardous or unsafe conditions for individuals using, maintaining, or depending upon the product; and/or (ii) is likely to prevent performance of the tactical function of a major end item; and/or (iii) a regulatory or government agency issue.

Critical Defective. A unit of product which contains one or more critical defects and may contain combinations of major and /or minor defects.

Major Serious

Major Defect. A defect other than critical, that is likely to result in failure, or to materially reduce the usability of the unit of product for its intended purpose.

Major Defective. A unit of product which contains one or more major defects, and may also contain minor defects, but contains no critical defects.

Minor Not Serious

Minor Defect. A defect that is not likely to materially reduce the usability of the unit of product for its intended purpose, or is a departure from established standards having little bearing on the effective use or operation of the unit.

Minor Defective. A unit of product, which contains one or more minor defects but contains no critical or major defects.

Note: Use of Minor AQL criteria in above table only applies when a high percentage occurs for defects being of the same type. A defect which exhibits the same nonconformance consistently from unit to unit will result in the RadioShack merchandising group determining final disposition.

6.3 Nonconforming Products

RadioShack will e-mail or fax a Vendor Notification upon completion of inspection(s) with results detailing nonconformities. RadioShack and the vendor will collaborate to determine the best recovery process and the products final disposition based on one of the following:

1. The vendor provides authorization to RadioShack to sort or apply modifications to defective product as needed, at vendors expense.

2. Returned defective product will be shipped at vendors expense. The product disposition will be determined by RadioShack at the time of return.

3. The vendor can send representatives to RadioShack location(s) to sort, modify, or repair product as needed, at vendors expense.

4. The vendor can choose to have product shipped to a domestic 3rd party for corrective action. All shipping, handling, and rework costs will be at vendors expense.


6.4 Discounts for Non-Compliance

RadioShack may take additional discounts for non-compliance with the performance expectations set forth in the terms and conditions of either the Vendor Agreement or an individual purchase order. Discounts may be taken for failure to comply with applicable performance metrics including, but not limited to, the following:

Shipping requirements;

Product quality;

Regulatory requirements;

On-time delivery;

In-full delivery;

Packaging requirements; and

Any other requirements specified in an individual purchase order.

Discounts taken may be deducted from merchandise invoices at the time of payment.

7.0 Product Labeling Specifications

Proper labeling is critical to successfully selling products to RadioShack. Guidelines provided by Product Development (for vendors distributing RadioShack-branded products) and the Regulatory Compliance Policy describe RadioShacks product packaging and labeling requirements for all products. Each vendor must follow these labeling instructions and sample labels for the product to be acceptable by RadioShack. Labels for all merchandise, boxes, master cartons and other packaging must have country of origin marking on each unit, along with the month and year of production and comply with all applicable laws, rules and regulations.

7.1 RadioShack catalog number

Each product package should be marked with a RadioShack-assigned catalog number. This number aids in our sales, inventory and distribution process. The RadioShack catalog number can be combined into an existing label or applied as a separate label. If a separate label is needed, we prefer the product packaging to be marked with a sticker similar to the following

The text should be 6 to 8 point Veranda, Helvetica or Arial. Standard label stock is acceptable.


7.2 UPC Codes

NOTE: We require a unique UPC code for each RadioShack catalog number.

If your product has a UPC that uniquely identifies an individual product to a RadioShack catalog number, we can use that existing UPC. If your product has a single UPC for a range of products/services, we will not be able to utilize your UPC and a RadioShack UPC code must be added to the packaging.

For example, if you have a cellular phone that is being sold in multiple markets, for multiple carriers and the phones have the same UPC code, we will not be able to use the existing UPC and you must re-label the packaging.

7.3 Label Placement

Product with existing labeling

Always place RadioShack catalog number label next to the existing UPC on product.

8.0 Packaging and Delivery Requirements

8.1 Master Pack Carton Specifications

The carton used for master pack shipping should be a rigid carton in good condition with the flaps intact. The carton should be of appropriate strength for the weight of the cartons contents. Please refer to carton strength and testing standards set forth in the Exhibit H.

A master pack quantity is the total number of selling units (eaches) within the master case.

The master pack quantity must be consistent of the same stock keeping unit (SKU) for every shipment.

Only full master cartons may be shipped. RadioShacks Distribution Centers (DCs) are not set up to effectively handle cartons of differing quantities for the same SKU.

SKUs may not be mixed in master cartons.

8.1.1 Structural Design Recommendations


Containers should be designed with the corrugation direction perpendicular to the horizontal surface when stacked in their most stable orientations. The most stable orientation of the master shipper carton is flat on its longest side. This will provide for optimum stacking capability for material used.

When designing corrugated master shipper cartons that will be long and narrow, it is suggested that a Full Overlap (FOL) style of box be used to provide extra stacking strength. A FOL box features major flaps that fully cover the opening of a box. This design will help to increase the compression strength of the package and assist in reducing damage when stacked.

8.1.2 Master Pack Carton Size and Weight Requirements

Non-compliance on the following size and weight restrictions for master pack cartons can result in excess shipping charges within the supply chain and create conveyance inefficiencies within RadioShack DCs. Products that do not meet these criteria will be handled on a case-by-case basis and must receive written approval prior to shipment by RadioShack Vendor Management Department.

The gross weight of an individual master pack carton shall not exceed 35 lbs (15.88 kg.) Individual master cartons weighing over 35 lbs must be approved by the RadioShack Vendor Management Department.

Maintain vertical

corrugation direction

when stacking boxes

whenever possible. Narrow width boxes

should be designed

with full width flaps.


The length (the longest side of the carton) and the girth (twice the height of the carton plus twice the width of the carton) of the master pack carton shall not exceed 108 (2743.2 mm). Only exception if the size of an individual item being shipped cannot be accommodated within this size carton.

In addition to the length and girth size requirements, no single side of the carton should exceed the following measurement restrictions unless the size of an individual item cannot be accommodated

Length of Carton: 35 (889.0 mm)

Width of Carton: 27 (685.8 mm)

Height of Carton: 32 (812.8 mm)

8.1.3 Master Pack Labeling Requirements

Each master pack delivered to RadioShacks DCs must have below required info affixed to the carton

Barcode Label to include RadioShack Item Number (Also known as Category Number or SKU) and Master Pack Quantity (MP)

Case Mark to include text on SKU, RadioShack Purchase Order Number, Country of Origin (for manufacturer), MP, Date Code(1), RadioShack Destination Point(2), Carton Number(3) and Vendor Code(4)

Notes

(1) Date Code (mmAyy): mm=Month; yy=Year (e.g. March 2002 = 03A02)

(2) RadioShack Destination Point (Dest): Use the last four digits of the destined DCs unit number (e.g. For DC 01-0803, use 0803). Required for shipment from shipping points outside U.S. Not required for shipments to Regional DCs.

(3) Carton Number (C/No.): Required for shipment from shipping points outside US

(4) Vendor Code: Only required for mixed pack to National Parts DC

Subject to the approval by RadioShack Product Development Department near the shipping point, vendor may choose to use both barcode label and case mark on each carton, or to combine the required info into one label to affix to the carton provided the format, content and placement meet the requirements herein.

The height of human readable font for case mark is 5/8(.625) minimum. In cases where the carton size is too small for the font size requirement to satisfy, vendor shall contact RadioShack Product Development Management Department near the shipping point for approval before making changes.

Below are detailed requirements for barcode label and case mark.


Master Pack Label Example

Master Pack Label Specifications

Label Size: 3wide x 4high minimum

Paper Color: White

Ink Color: Black

Symbology: Code 3 of 9

Dimension: 15 mils

Bar Height: 5/8 (.625) minimum

Quiet Zone: 1/4 minimum at both ends

Text Height: 5/8 (.625) minimum.

Cat. No.(SKU): For barcode content, a prefix P shall be added to the 7-digit format SKU, i.e. P1200123. For human readable portion, no prefix is used. If a SKU has a suffix such as 2501000A, the suffix A should only appear on the human reader portion, i.e. 2501000A, but not in barcode content.

Master Pack: Suffix Q should be placed in front of the master pack quantity, i.e., Q125. However, the Q should not be printed in the human readable portion.


8.1.3.1 Case Mark for Shipment to RadioShack Regional Distribution Centers

Requirement Sample

RadioShack Item No. 1203456

Made in xxxxxx Made in China

PO No.: PO No.: 123456

Contents: PCS Contents: 12 PCS

C/No.: C/No.: 1

mmAyy 03A02

8.1.3.2 Case Mark for Shipment to RadioShack Specialty Distribution Centers and Manufacturing

Requirement Sample

RadioShack Item No. 1203456


PO No.: PO No.: 123456

Dest.: Dest.: 0803


C/No.: C/No.: 1

mmAyy 03A02


8.1.3.3 Case Mark for Shipment to RadioShack National Parts Distribution Center

For Spare or Repair Parts and Manuals:

Requirement Sample

RadioShack Item No. Z94125


PO No.: PO No.: S123456

Dest.: Dest.: 0048


C/No.: C/No.: 1

For Mixed Pack (with Multiple POs or Multiple Items in One Carton):

Requirement Sample

Vendor Code 3451


Dest.: Dest.: 0048


C/No.: C/No.: 1

8.1.4 Master Pack Label Placement

Only one piece of barcode label should be applied on each carton, unless the carton contains two or more items, in which case respective bar code labels for each item should be applied on the same side of the carton. The barcode label must be applied, neatly and firmly, near the case mark, position as illustrated below


CASE MARK

8.1.4.1 Additional Specifications for Odd Cartons

Definition: Odd Cartons are those whose actual packed quantities are less than usual master pack quantity

Placement: Usual master pack quantity bar code label should be applied on carton and the actual packed quantity should be written on carton in shipping mark. For easy identification, black lines on two opposite edges (diagonally) should be marked as illustrated below

8.1.5 Sealing Outer Cartons

Cartons must be sealed with reinforced kraft packaging tape or pressure sensitive poly tape.

Pressure sensitive poly tape should be a minimum of 2 mil thick.


Full length of all outer seams securely sealed with strips not less than 2 (50mm) wide. Tape should extend 2 into adjacent panels to assure a secure seal. NOTE:

The use of staples is prohibited. The use of banding or strapping on any carton defined as conveyable is prohibited. Metal straps shall not be used on any cartons at any time.

8.1.6 Special handling notations

Special handling notations should be prominently noted on any and all cartons shipped to RadioShacks DCs containing hazardous material.

8.1.7 ESN Labeling Requirements

Inbound cell phone deliveries or other product requiring special tracking codes (i.e. ESNs) must comply with the following 2D barcode labeling requirement


NOTE: The information encoded in the 2D barcode should be comma delimited. Leading and trailing blanks should be removed from each field. The required fields are as follows:

Attribute Description Type/Size

SKU RadioShack Stock Keeping Unit VARCHAR(10) minimum 7

UPC Universal Product Code VARCHAR(15)

Model Number Manufacturers model number VARCHAR(20)

Quantity Carton (master pack) quantity INTEGER

Unique ID* ESN or MEID in decimal format VARCHAR(20)

*The Unique ID should repeat for Quantity number of times. For example, if Quantity = 4, then there should be 4 Unique IDs in the 2D barcode.

Cellular Phone Label

8.2 Shippable Inner Pack Carton Specifications

Shippable inner packs are comprised of smaller cartons or bundles of like SKUs with the carton strength discussed in section 8.1 and within size and weight restrictions discussed in section 8.1.2.

Inner pack quantity is the total number of selling units (eaches) within the inner pack.

The inner pack quantity must be consistent of the same SKU for every shipment.

Only full inner pack cartons may be shipped.

SKUs may not be mixed in inner pack cartons.

8.2.1 Shippable Inner Pack Size and Weight Requirements

Non-compliance on the following size and weight restrictions for shippable inner packs can result in excess conveyance inefficiencies within RadioShack DCs. Products that do

1701870

ESN

SN: 22838984892423

Made in Mars

Manufacturer specific information


not meet these criteria will be handled on a case-by-case basis and should be coordinated with the Vendor Management Department.

Shippable inner pack cartons must meet the minimum size requirement of at least 10L (254mm) x 6W (152.4mm) x 4H (101.6mm) with a gross weight of at least 2 lbs for conveyance through RadioShack DCs.

8.2.2 Shippable Inner Pack Labeling Requirements

The minimal requirements for inner pack carton labeling are:

RadioShack SKU

Quantity of products in the inner pack

8.3 Pullable Inner Pack Specifications

Product packed in pullable inner packs must have the capability to be packed in a repack carton with other product without being damaged by or damaging the other repack product. Pullable inner packs must be of sufficient strength to protect the product in-route to its final destination within the supply chain, as well as, withstand the expected wear and tear in the selling process.

An inner pack quantity is the total number of selling units (eaches) within the inner pack.

The inner pack quantity must be consistent of the same SKU for every shipment..

SKUs may not be mixed in inner packs.

8.3.1 Pullable Inner Pack Labeling Requirements

The minimal requirements for inner pack carton labeling are:

RadioShack SKU

Quantity of products in the inner pack

8.4 Pallet Standards

Ten or more cartons must be palletized and arrive shrink-wrapped with clear shrink wrap of a minimum 75 gauge to maintain the integrity of the pallet. Shrink-wrap pallets assist in identifying shipments that may have been tampered with in-transit. Improper stacking of cartons on pallets and utilization of degraded wooden pallets will reduce the compression strength of the cartons loaded upon the pallet.

8.4.1 Pallet Type

All merchandise must be shipped on a 48x 40 GMA Style, Grade A or B wooden pallets

Structural soundness of sturdy material.

All nails flush or countersunk.

Top boards, 5 bottom boards and 3 stringers.

No missing or broken lead boards, deck boards or stringers.

Solid pallet stringers that are free of breaks and cracks.

No double stringers or patched boards.


Pallet should be clean without excessive dirt, grease or oil.

GMA Pallet Specifications New or Repaired Grade A or Grade B 40 x 48 GMA Style

Pallets utilized for shipping must be structurally sound and free of damage to the deck boards, lead boards or stringers.

Unacceptable Pallet with Damage to Bottom Lead Board


Damaged Pallet with Broken Deck Board Unacceptable Patched Double Stringer

8.5 Carton Stacking on Pallets

Cartons must be stacked on the pallet in a manner that does not allow an overhang of the cartons of greater than 1 on any side of the pallet. Pallet height may not exceed 48 unless prior written approval has been granted by the Vendor Management Department. Pallet edge and corner protectors are required on any pallet 48 or more in height.

Acceptable Carton Stack Unacceptable Carton Overhang on Pallet


Cartons must be stacked on the pallet in a Block Stack or Bricklayer method. Leaving Air Space throughout the pallet or Pyramid shaped stacking on a pallet is not acceptable.

Acceptable Block Stack Unacceptable Pyramid Stack

Cartons must be stacked in an orderly fashion upon the pallet.

Unacceptable Stacked Carton Misalignment


8.6 Trailer Loading Requirements

RadioShack, in an effort to reduce costs through its supply chain, has developed requirements for loading containers.

8.6.1 Loading Requirements for Domestic Shipments

Pallets must be loaded into trailers and/or containers in a safe manner allowing the efficient unloading of the pallets into our Distribution Centers. Pallets must be loaded in a manner that minimizes shifting and damage under normal transportation conditions. Pallets must be loaded in the trailer in an organized manner with like-SKU pallets layered or grouped together. A load is considered unsafe or inefficient if the palletized load is not easily removed or has to be unloaded by hand.

8.6.2 Loading Requirements for Import Shipments

International Shipments are to be floor stacked unless RadioShack approves the use of pallets. If RadioShack approves, then any import shipments palletized must follow the same guidelines as domestic vendors with the exception that all pallets must be IPPC.

The floor loading of master pack cartons on imported product should be done in a manner that balances productivity, safety, transportation costs and product protection. Cartons being floor loaded must be uniform in shape and easy to stack to allow the cartons to be packed tightly preventing shift in-transit. Heavier cartons should be loaded on the floor placing lighter cartons on top to ensure the integrity of the cartons during shipping.

8.7 Shipment of Hazardous Materials (MSDS)

An MSDS must be provided to RadioShacks DCs for each hazardous material or each product containing any hazardous material being delivered to these destinations. If you are shipping material that is considered to be hazardous, U. S. Federal guidelines must be followed for packing, labeling and transporting those goods as explained in Exhibit G. For research information concerning the designation of a product and if it is considered to be a Hazardous Material/ORM-D product for transportation purposes, and for further information on the guidelines enclosed in this exhibit, please refer to http://hazmat.dot.gov.

9.0 Domestic Shipping Requirements

The term Domestic Shipping Points refers to goods that are properly palletized, shrink wrapped and made available FOB U.S. vendors dock (or 3PL) for movement directly to RadioShacks DCs on a freight collect basis. Timely shipments are very important to RadioShacks operation and a key metric for vendor evaluation. Time tables related to all domestic shipments are based on either the Ship By or Must Receive By as stated on the Purchase Order. Purchase orders shipped collect with a U.S. domestic shipping point must be routed per instructions provided by RadioShack Logistics using the Vendor Routing Form (see Exhibit D Logistics - Vendor Routing Request).

9.1 Bill of Lading

A bill of lading must accompany every common carrier delivery. The bill of lading must contain the following information:


Freight Terms as per our merchandise agreement

Unique Bill of Lading number

Pallet and Carton count

Shipment Weight

Shipment Date

Carrier Name

Ship From Address

Ship To Address

Purchase Order Number

RadioShack SKU Number

9.2 Packing List

A legible copy of the packing list must accompany the bill of lading on common carrier, truckload and consolidated shipments.

The original copy of the packing list should be placed in an envelope located in the top right corner on the outside of the pallet.

When shipping parcel, the packing list must be placed in an envelope attached to the outside of the designated lead carton (i.e. 1 of 1).

This packing list must be removable. Never put the packing list inside a carton.

PO must be identified on the Bill of Lading and Packing List documents.

10.0 Import Shipments

Import Shipments refer to goods that are purchased FOB foreign port of origin through Ignition L.P. or RadioShack Global Sourcing. Timely shipments are very important to RadioShacks operation and a key metric for vendor evaluation. Time tables related to all import shipments are based on the Vessel Departure Date as stated on the Purchase Order. Each vendor, manufacturer, and supplier of RadioShack is expected to read and become familiar with the policies and procedures as well as the import requirements of U.S. Customs and Border Protection. You can find these import requirements online at www.cbp.gov.

10.1 Import Shipping Documents

All shipping documents must be submitted in triplicate to APL Logistics (APLL) within three (3) working days of Vessel Departure Date. APLL must verify the vendor's commercial invoice and carton count against PO information before a Forwarders Cargo Receipt (FCR) is released to the vendor. Commercial invoice/packing list and air/sea waybill must show name and address of consignee as follows:

RadioShack Global Sourcing L.P. 300 RadioShack Circle Fort Worth, TX 76102-1964 USA

Vendors must exercise care in preparing invoices and other documents used to enter goods into commerce within the United States in order to avoid difficulties, delays or possibly even penal sanctions. It is the vendors responsibility to ensure that each document contains all information required by law or regulations and that every


statement of fact contained in the documents is true and accurate. Any inaccurate or misleading statement of fact in a document presented to U.S. Customs and Border Protection for entry may result in delays in merchandise release, the detention of goods or claims against the importer. RadioShack will assess additional charges against vendors for incomplete or inaccurate information that leads to the above mentioned issues from U.S. Customs. Required documents are:

1) Commercial invoice must contain, at a minimum, the following:

a. Name and address of buyer and seller

b. Final destination

c. Detailed description of merchandise

d. Quantity

e. Purchase price, including terms of sale (e.g., FOB)

f. Currency

g. Country of origin

h. Carton markings (i.e., sku, purchase order number)

i. HTS #

2) Packing list May be included in the commercial invoice or as a separate

document

a. Weight per carton and total kgs

b. Dimensions per carton and total cbm

3) Bill of lading or airway bill

10.2 Import Bill Of Lading

Every Bill of Lading (B/L) must have a different invoice number. RadioShacks banking system will not accept a duplicate invoice number for multiple B/Ls. It is recommended to use the destination DC initials for easy B/L separation. For example, if invoice #001017 is for destinations Fort Worth TX, Woodland CA, and Hagerstown MD:

B/L for Destination: Commercial Invoice # Ft. Worth , TX 001017FW Woodland, CA 001017WL

Hagerstown, MD 001017HA

10.3 Booking Request

Timely and accurate booking is critical to successful freight movement for import shipments. Guidelines provided by RadioShack Global Sourcing, logistics and this Vendor Guide describe RadioShacks requirements for all import shipments. Vendors and their manufacturers must file a booking request with APLL 10 days prior to the vessel departure date stated on the PO (see Exhibit E - APLL booking form).

Consolidator must submit all Importer Security Filing (ISF) data to U.S. Customs and Border Protection (CBP) no less than 48 hours prior to vessel departure date. Failure to comply may result in penalties and disruption of cargo movement.


Consolidator must submit manifest information no less than 48 hours prior to vessel departure date. Failure to comply may result in U.S. Customs and Border Protection preventing the carrier from loading the cargo resulting in late shipment.

The Container Freight Station (CFS) cut-off times are impacted by the 24 hour rule and 10+2 security regulations; each shipper should check with APLL local sales and/or customer service representative for the CFS cut-off times for its location.

U.S. Customs and Border Protection has stated that for consolidated shipments, the full manifest information must be submitted for each shipment of goods, even though there is not an individual ocean Bill of Lading for each shipment.

10.4 Container Delivery Requirements

APL Logistics (APLL) provides ocean consolidation and freight forwarding services in the following countries:

Origin Country Origin City

China Qingdao, Tianjin, Nanjing, Beijing, Shanghai, Dalian

Hong Kong Kowloon, Macau, Fuzhou, Xiamen, Shenzhen

Indonesia Jakarta, Surabaya

Japan Kobe, Yokohama, Nagoya, Tokyo

Korea Seoul, Pusan

Malaysia Port Kelang, Penang

Philippines Manila

Singapore Singapore

Taiwan Taipei, Kaohsiung

Thailand Bangkok, Klong Toey

Vendors must deliver CFS freight to APLL designated facilities. Factory loads should go directly to the carrier. APLL consolidates cargo from multiple vendors into Full Container Load (FCL) moves whenever possible. Minimum loadability guidelines are as follows

Container Size Loadability (CBM)*

45' 75

40' HQ 65

40' Standard 55

20' 25+ **

LCL 19 and below

The above loadability requirements are to be satisfied by single destination. Upon confirmation by the consignee, vendor may proceed with factory loading utilizing a 40 Standard, 40 HQ, or 45 container, provided the above loadability requirements are satisfied for each respective RadioShack DC. Failing to meet the above minimum loadability guideline will result in a debit to vendor for the additional cost of transportation.

** Special permission from Operations Trade Compliance Logistics is required in order to utilize a 20 container.


10.5 Payment of Fees

Container stuffing charges and origin fees, as applicable, must be prepaid by the vendor to APLL prior to the issuance of the original Forwarders Cargo Receipt (FCR).

Tri-trade shipments (parent/factory in different locations): APLL must receive a copy of the true vendor's invoice and perform validation before releasing FCR.

Items to be Verified:

SKU

PO #

QUANTITY

PRICE

VENDOR NAME

10.6 Invoicing for Import Shipments

Length of the invoice numbers must not exceed 15 characters (alpha and/or numeric only). The invoice number should not contain dashes and/or special characters (acceptable characters are A thru Z and/or 0 thru 9).

Collect Air cargo must be delivered to the freight forwarder nominated by RadioShack Logistics. Prior approval by RadioShack Logistics is required for goods to be transported via collect air freight. Shipping documents are to be tendered to the forwarder and to the consignees agent in the country of export.

Prepaid When possible RadioShack prefers vendors use the preferred carrier list.

11.0 Supply Chain Security Requirements Business Partners (vendors and their manufacturers) that take part in RadioShacks international supply chain, those where RadioShack is the importer of record (IOR), agree to take such reasonable measures as may be required by RadioShack to ensure the physical integrity and security of all shipments to RadioShack against the unauthorized introduction of harmful or dangerous materials, drugs, contraband, weapons (including weapons of mass destruction), or introduction of unauthorized personnel in transportation conveyances or containers. Such measures may include, but are not limited to: physical security of manufacturing, packing, and shipping areas; restrictions on access of unauthorized personnel to such areas; personnel screening to the maximum limits of law and regulation in the Business Partners country; and the development, implementation, and maintenance of procedures to protect the security and integrity of all shipments. The Business Partner must comply with all United States

Customs and Border Protection minimum requirements under the Customs-Trade

Partnership Against Terrorism (C-TPAT) program and allow access to its facility for the purpose of C-TPAT inspections. The minimum requirements can be found at http://www.cbp.gov/xp/cgov/trade/cargo_security/ctpat/security_criteria/sec_criteria_foreign_mfc/. Additionally, Business Partners must provide the following documents to RadioShack in order to verify compliance with C-TPAT guidelines:


Certification of participation in C-TPAT (if certified, provide copy of certificate and SVI number to your local RadioShack Global Sourcing office) Certification of participation in a foreign Customs security program (provide copy to your local RadioShack Global Sourcing office) Written/electronic documentation from a corporate officer of vendor attesting to compliance or a completed RadioShack C-TPAT Foreign Supplier Questionnaire (your local RadioShack Global Sourcing office will provide you with the current version to complete an example can viewed in Exhibit F)

12.0 Defective/Returned Merchandise

Merchandise that does not comply with the Vendor Agreement or the Vendor Guide or that is deemed by RadioShack to be sub-standard (defective, damaged, not fit for sale, or not merchantable) may be consolidated and returned freight collect to the vendor for a full credit through RadioShacks Return Materials Authorization Center (RMAC) located in Fort Worth, Texas. RadioShack will be entitled to receive a consolidation fee taken in the form of a debit memo for the return shipment of merchandise to offset costs of consolidating and handling returns.

The RMAC facility does not inspect product for missing accessories, capture serial numbers or other identifying information, perform any diagnosis to determine if product is defective, or separate product by SKU or condition.

12.1 Return Authorization (RA)

A standing or open Return Authorization (RA) is preferred; however, if RAs must be requested, the vendor must provide one within fifteen (15) days of request. The product returned will have an identifying RMAC license plate in the form of a small white label with a barcode and other information. This label is attached to the gift box or, if not available, to the product itself.

12.2 Product Return Process

Products are consolidated by vendor (not by SKU) and palletized into large cardboard boxes which are shrink-wrapped for shipping purposes. Vendor must provide an address in the Continental U.S. as the return point.

Vendors can propose alternative methods to address products to be returned by RadioShack, but any such proposal must be accepted in writing by a RadioShack Merchandise Vice President. Methods to address returnable merchandise that vendors may propose include:

Authorizing RadioShack to service the merchandise by entering into a repair services agreement with RadioShack;

Entering into an exchange support inventory agreement with RadioShack; or

Having RadioShack dispose of the merchandise in a manner to be determined by RadioShack.


13.0 RadioShack Service Authorization

If a vendor proposes that RadioShack service the merchandise, and RadioShack accepts the proposal, the vendor and RadioShack must first enter into an Authorized Servicer Agreement or an Authorized Wireless Servicer Agreement, as applicable at least thirty (30) days before products are scheduled for delivery to RadioShack. These agreements will be provided by RadioShack to the vendor. The following is a general summary of the provisions of these agreements.

13.1 Service Information/Schematics and Training

Service manuals and product schematics must be provided in an acceptable format at least thirty (30) days prior to the launch of product through RadioShack retail outlets. Preliminary or incomplete schematics are not acceptable.

Training must be provided at no cost to RadioShack at least thirty (30) days prior to the launch of product through RadioShack retail outlets. Computer-based training is the preferred method of obtaining vendor training; hands-on training is acceptable only if product is to be serviced at a central location.

13.2 Spare Parts

Spare parts must be available at least ninety (90) days prior to the launch of product through our retail outlets.

In-warranty parts must be provided at no cost to RadioShack.

Out-of-warranty parts must be provided at an agreed-upon discount to RadioShack.

The vendor must allow for parts stock balancing, pursuant to the terms of the agreement, for the return of unused parts on a quarterly basis.

The vendor must allow a ninety (90) day lead time for parts re-orders.

The vendor must continue to provide parts support for product sold through RadioShack stores upon cancellation of the sales agreement until all customer warranties have expired and, further, for any period required by applicable laws.

The vendor must inform RadioShack of impending product discontinuance and allow RadioShack first option to purchase parts which may be required to continue the support of vendor product sold through RadioShack. This requirement will apply during the term and after any termination of the vendor and/or service agreement.

13.3 Service Manuals and Documents

RadioShack often services products that are sold to its customers. To service these products, RadioShack will request a vendor to provide RadioShack with a copy of the vendors owner manual and other customer documentation. RadioShack may request that this information be provided in electronic format for posting on its website and for use by employees in its stores. Vendors must promptly respond to requests for this information.

In addition, RadioShack may request information from a vendor from time to time concerning consumer replaceable parts for the vendors products sold by RadioShack. These consumer replaceable parts include items such as batteries, AC adaptors, and battery doors. Vendors should promptly respond to requests for this information.


13.4 Reimbursement for Services

Unless products have been purchased without a vendor end user warranty, the vendor will pay RadioShack for the provision of end user warranty services on vendors products in accordance with terms of the service agreement.

Reimbursement rates will be agreed to by RadioShack and the vendor.

Warranty claims will only be submitted to the vendor for payment through RadioShacks standard claims filing formats, as described in greater detail in the service agreement.

14.0 Electronic Data Interface (EDI)

RadioShack utilizes Voluntary Inter-industry Commerce Standards (VICS) Electronic Data Interchange (EDI). EDI plays an essential role in reducing clerical and operational costs involved with processing transactions. Electronic commerce has proven to be the most efficient way of conducting business with our product vendors. This system of exchanging information, purchase orders, invoices, and other information allows us to improve customer service, lower expenses, and increase productivity. RadioShack expects its vendors to be able to participate in electronic transactions. By implementing these standards and technologies, RadioShack can expedite the movement of merchandise through the Supply Chain insuring a smooth flow from trading partners to the selling floor.

15.0 Invoices/Payments

RadioShack is committed to paying all valid, undisputed invoices on time. Vendors can send invoices, statements, and inquiries, as well as receive payments using one of three available processes.

15.1 EDI Transactions

In our continuing effort to work towards a paperless environment, RadioShack currently supports the use of both 810 (invoice) and 820 (remittance advice) transactions.

15.2 Email Correspondence

Vendors can send invoices, statements and inquiries via email to the following address. [email protected]

15.3 Mail For merchandise purchases other than FOB Orient, mailed invoices and inquiries

for payment are sent to:

RadioShack Corporation MS WF6-108 Merchandise Apay

300 RadioShack Circle Fort Worth, Texas 76102-1964

RadioShack Corporation Federal Employer Identification Number (EIN)

75-1047710


16.0 Collaboration, Planning, Forecasting and Replenishment

RadioShack desires to collaborate with its vendors on key supply chain processes using standards developed by the Voluntary Inter-Industry Commerce Standards (VICS) for

Collaborative Planning, Forecasting and Replenishment (VICS CPFR). Through CPFR, RadioShack, along with its vendors, will seek to reduce out of stock products, lower business transaction costs, improve the use of capital (primarily that involved in inventory), and facilitate trading partner relationships. Written acceptance from RadioShack must be obtained prior to entering into a CPFR program.

16.1 Goals and Objectives

The goals and objectives of VICS CPFR are to:

Increase mutual efficiencies,

Satisfy the end-user,

Improve customer service (on-time delivery),

Improve inventory management,

Improve asset utilization for both RadioShack and its vendors, and

Increase shareholder value for both organizations.

Through

Dynamic information sharing,

Focus on common goals and measures, and

Improved business planning and execution

Depending on the level of CPFR, our objective is for RadioShack and the vendor to jointly:

Review category strategies,

Review promotion and event plans,

Review any sales forecast provided by RadioShack,

Identify and resolve exceptions to the sales forecast (promotions, events, etc.),

Review the RadioShack order forecast and the vendors shipment forecast, and

Manage weekly the order execution process.

It is recognized that business processes, technological, and organizational changes may be required for this collaboration to be successful. RadioShack and the vendor will each commit to cooperate in good faith to take reasonable steps to make these changes. Communication between organizations is critical for this process to work.

In addition, the following operating principles will be adhered to:

16.2 Measurement of Success

At the request of RadioShack, RadioShack and the vendor will focus on key results-oriented measures, including inventory weeks of supply, forecast accuracy and on-time/in-full, measured when the forecast can impact the production.


Typical overall targets are shown below:

Metric Target

Store In-stock percentage [X]%

DC In-stock percentage [X]%

Inventory weeks of supply total RadioShack

[X] weeks based on POS

Actual amounts will be based on agreement of vendor and RadioShack. Performance against all of these metrics will be the subject of periodic review.

16.3 Forecast and Order Responsibility

RadioShack will have ultimate control of the sales forecast, order forecast, and purchase order generation.

16.4 Information Sharing and Collaboration Points

Information sharing will be open and routine as needed to support CPFR processes for the trading partners (vendor and RadioShack). No specific information on competitor activity will be shared. It is expected that communication will be timely. There are three levels of CPFR data sharing, depending on the type and amount of information to be shared. The level of CPFR data sharing will be mutually agreed by both parties.

16.5 Collaboration Points

Collaboration will be driven by the following item-level exception criteria and target values:

Sales forecast Exception Criteria

Sales forecast error is greater than [X]% ([X] weeks out)

There is a change in the promotional calendar

There is a change in the SKU status (stop buy, etc.)

New product introduction plans

Order Forecast Exception Criteria

Order forecast error is greater than [X]% ([X] weeks out)

Vendor shipment forecast (commit) is less than order forecast

The order forecast exceeds manufacturing capacity (i.e. seasonal build, etc.)

Other Exception Criteria

On-time and in-full shipments fall below [X]%

Changes to production commit schedule within [X] weeks

Changes to total order quantity on order forecasts within [X] weeks

Channel plan changes

Changes in DC strategy

Changes in consumer trends

Actual amounts will be based on agreement of the vendor and RadioShack.


16.6 Frequency of Updates

Forecasts may be created and shared on a weekly, monthly or quarterly basis as specified on Exhibit A of the Vendor Agreement. Exceptions, supporting data, and item management data will be shared weekly.

16.7 Method of Data Sharing

Data will be shared in a mutually agreed upon format.

16.8 Collaboration SKUs

In addition, at RadioShacks discretion, a Joint Business Plan will be developed that will specify the information required for the CPFR process, including timelines, meeting schedules and metrics calculations. SKUs may be added or deleted from time-to-time as agreed upon in writing by both parties. Notwithstanding the above, RadioShack may at any time, without prior approval, remove any SKU from the CPFR process.

16.9 Service and Ordering Commitments

Three planning horizons are relevant

Collaboration Forecast Horizon: Time period for which forecasts are provided. The forecast horizon will be a minimum of three (3) months for product lead times. Trading partners may develop forecasts beyond the collaboration horizon based on planning needs.

Exception Window: Time period in which forecast changes may trigger exceptions. This time period will be included in the Vendor Agreement.

Firm Window: Time period in which forecast/orders will not normally change. This time period will be included in the Vendor Agreement.

The vendor will use commercially reasonable efforts to support the order forecast. RadioShack will agree to provide a non-binding order forecast for the entire forecast horizon that reflects the best estimate of purchase orders expected over that time period.

In the case of a catastrophic drop in the order forecast that will result in obsolete raw material or finished goods within the supply chain, both parties agree to work together to minimize the financial impact to both RadioShack and the vendor.

16.10 General

Changes: RadioShack and its vendors understand and anticipate that the supply chain processes described in this Guide may need to be modified from time to time. RadioShack and the vendor will meet at mutually agreeable times to review and discuss the process, and make recommendations to improve it. Each party will act reasonably when reviewing any recommendation of the other party, and in making a determination for or against implementing such a recommendation, and the parties understand that final decisions will be made by RadioShack in the best interests of its business and of its vendor program in the context of the programs general applicability to all vendors.

Cancellation: The CPFR process can be cancelled at anytime with at least sixty (60) days prior written notice.


IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY MONETARY DAMAGES UNDER THIS CPFR PROCESS. THE SOLE REMEDY AVAILABLE TO THE PARTIES UNDER THE CPFR PROCESS SHALL BE TERMINATION OF THE PROCESS.

RadioShack Vendor Guide Exhibit A 36 Rev July, 2012

Exhibit A Regulatory Product Questionnaire (RPQ)

The RadioShack RPQ will change over time due to evolving national and state legislation and requirements. Vendor should always refer to and complete the specific RPQ emailed to the address RadioShack has on file for the most up to date version.

RadioShack Vendor Guide Exhibit B 45 Rev July, 2012

Exhibit B Vendor Questionnaire (Products) If you are presenting a product to RadioShack for consideration to be sold by RadioShack, please fill out this form. 1. Company Name (and parent company, if different): ________________________________________________________________ 2. Address: _____________________________________________________ 3. City: _________________________________________________________ 4. State: __________ Zip: ____________ Country: 5. Telephone: ( )_________________ Fax ( ) ___________________

6. Contact: _________________________________________Title: ________ 7. Contact E-mail address: _________________________________________ 8. Date Business Established: ______________________________________ 9. Tax ID No.: ___________________________________________________ 10. Number of Employees: _________________________________________ 11. Website: A brief description of your product and its major features: __________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Product Status: In Production ____ Off Tooled ____ In Design ____ Other ____ Where is your product made (i.e., country of origin)? ________________________________________________________________ Who are your top three customers? 1. ______________________________________________________________ 2. ______________________________________________________________ 3. ______________________________________________________________

RadioShack Vendor Guide Exhibit B 46 Rev July, 2012

How long has your product been on the market? _________________________ Have you advertised your product, and if so, when? ______________________ List the sales on your product in units/dollars, for the past three years: Last Year ________________________________ Year 2 ___________________________________ Year 3 __________________________________

List all the competitive products you are aware of: ________________________ ________________________________________________________________ ________________________________________________________________ What are your products advantages? __________________________________ ________________________________________________________________ What are your products disadvantages? _______________________________ ________________________________________________________________ What is your product cost to RadioShack? ______________________________ What is the current retail price of your product? __________________________ Please provide the names and addresses of all factories used in the manufacturing of your product. 1. ______________________________________________________________ 2. ______________________________________________________________ 3. ______________________________________________________________

Describe the current in-warranty support strategy for your product. Describe the current out-of-warranty support strategy for your product.