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Supplier Handbook

Version: 1.16 Effective March 31, 2011

Topco Associates LLC. Supplier Handbook

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Table of Contents
Introduction ........................................................................................................... 4 Benefits of Topco Business .................................................................................. 6 Supplier Expectations ........................................................................................... 9 Supplier Code of Conduct ................................................................................... 11 Conformity with Applicable Laws and Regulations .......................................... 12 Employment Practices ..................................................................................... 12 Supplier Diversity ................................................................................................ 14 NuVal .............................................................................................................. 15 Requirements for Suppliers ................................................................................ 16 Product Supplier Agreement (PSA) ................................................................. 16 Certificate of Insurance (COI) .......................................................................... 16 Quality Assurance ............................................................................................... 17 Product Approval ............................................................................................. 17 Product Testing ............................................................................................... 18 Coding and Lot Traceability Markings ............................................................. 18 Product Traceability......................................................................................... 20 Shipping Case Markings ................................................................................. 20 Shipping Documents ....................................................................................... 21 Specialized Product Categories ...................................................................... 21 Package and Label Evaluation ........................................................................ 21 Plant Inspections ............................................................................................. 22 Product Availability.............................................................................................. 23 Recommended Quantities ............................................................................... 23 Product Delivery .............................................................................................. 23 Product Integrity .............................................................................................. 24 Pallet Requirements ........................................................................................ 24 Inspections ...................................................................................................... 24 Accepting of Product ....................................................................................... 25 Liquidation Policy ................................................................................................ 26 Product Updates ................................................................................................. 27 Product Recall or Withdrawal .............................................................................. 28

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GTIN Global Trade Item Number ..................................................................... 29 What is a GTIN ................................................................................................ 29 Key Benefits of the GTIN ................................................................................. 29 GTIN Definitions .............................................................................................. 30 Case Code ...................................................................................................... 31 Assignment of GTINs to Packaging Levels ..................................................... 31 Supplier Responsibility .................................................................................... 32 Invoicing Requirements ...................................................................................... 33 Invoicing Accuracy .......................................................................................... 34 EDI Invoice Policy ........................................................................................... 34 Gifts and Gratuity Policy ..................................................................................... 36 Appendix ............................................................................................................. 37 Product Information Form ................................................................................ 37 Supplier Information Form ............................................................................... 38 Emergency Contact Information ...................................................................... 39 Case Labeling DOMESTIC PRODUCTS ..................................................... 40 Carton Markings IMPORT PRODUCTS ....................................................... 41 Carton Strength Requirements Import Products :......................................... 43

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Introduction
The principle of this Handbook is to introduce you to Topcos business values and practices. This will direct and guide you through the processes and requirements of our suppliers consistent with our approach of having a mutually beneficial business relationship. Topco at times will amend or update this Handbook as necessary. Topcos vision is to be a multi-channel powerhouse in the grocery industry to enable our Members to level the playing field against the national chains doing the following: drive product cost down drive owned brands penetration up maximize differentiation from large national chains enable Topco Member-Owners to differentiate themselves by how we do business Topcos focus is to be a premier customer for our suppliers: first choice for suppliers innovation and ideas have a communication channel that will notify Topco first of any issues or concerns no one pays less than Topco on a comparable basis

Topco Associates LLC specializes in aggregating multi-billion dollar purchases of its grocery industry Member-Owners in the procurement of a broad range of products and services including owned brands, national brands, perishables, equipment, and supplies. Excellent relationships with our Members, Suppliers, and Topco Associates allow us to work efficiently and effectively to bring quality and value to our Members and ultimately their consumers. Topco also serves as a vehicle for its Members to achieve efficiencies of scale in key support areas such as quality assurance, packaging, innovation, and logistics.

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Many of the leading independent companies in the supermarket retail, wholesale, and foodservice channels are Members of Topco, making it one of the largest purchasing organizations in the grocery industry. Topcos staff of experienced industry professionals collaborates with its Members and suppliers to work toward the common goals of reducing product and operating costs, and increasing owned brands penetration and product differentiation.

Topco is a financially secure company that prides itself on our timely payment policy.

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Benefits of Topco Business


The Topco Supplier Handbook provides information on Topco guidelines, requirements, and information to our suppliers. In conjunction with the signed Product Supplier Agreement (PSA), this Handbook will serve as a source for the information you will need to conduct business with Topco. In addition to the requirements of the PSA between Topco and supplier, all Topco suppliers are expected to adhere to the guidelines described in this Handbook. Adherence to the PSA and guidelines are important factors in Topcos supplier selection process. Topcos desire is to create and maintain supplier relationships that are positive, productive, and collaborative in providing product and service solutions for Topcos Members. As a supplier, some of the benefits to working with To pco include:

Aggregated Volume With its large and growing Member base, Topcos purchasing volume is among the largest in the grocery industry. By aggregating volume, suppliers can increase buying power for raw materials and packaging and increase production efficiencies to help ensure best supply arrangement.

Single Point of Contact Topco acts as a single point of contact for our total spend, facilitating the negotiating, ordering, strategizing solutions, and billing processes for suppliers and Topco.

Category Knowledge Topco has category expertise, leveraging resources worldwide to keep abreast of consumer needs, governmental changes, competitive trends, and evaluating solutions with our suppliers.

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Quality Assurance Topcos team of Quality Assurance Associates are dedicated to working with our suppliers in maintaining strict quality standards established by Topco and its Members.

Packaging Design Capability Topcos team in Creative Services works with our Members and suppliers to create attractive and high-impact packaging that drive sales.

Topco Label Management Program (TLMP) The TLMP Department leverages the total Topco volume that spans across multiple packers in order drive down the cost of the packaging material from our packaging printers (such as Fort Dearborn, Poly Cello, and Hood). The objective is to manage the purchase and inventory of paper labels, poly bags, pet food bags, flour bags, etc. We then resell the packaging material to each packer. In some cases, we are able to use common labels and bags across multiple vendors, and the TLMP Department monitors the inventory and forecasts (with the assistance of each members planning group) for all of the products to ensure that we have an appropriate supply on hand.

The benefit of using our TLMP services is that it provides a seamless approach to managing Member packaging inventories while holding costs down and maximizes continuity of design by using a single printer by programs when possible.

Merchandising Support The Topco Program Management Team works hand-in-hand with our Members providing assistance with category management, scan-data evaluation, merchandising, space planning, promotions, and retail execution, all in the interest of growing sales.

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Common Goal Alignment Topco works together with its Members and suppliers to reduce product and operating costs and increase owned brand penetration. As a result, build Members market share, drive sales, and profitability.

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Supplier Expectations
Communication is a key success factor. Successful relationships are built on twoway communication and a collaborative approach to business. Topcos goal is to continue to delivering excellent customer service to our Members. An important element of this commitment is the performance of our suppliers and supply chain. We expect a high level of customer service from our suppliers. We are focused on selecting suppliers who are highly motivated to increase sales through product quality, low costs, product delivery, and innovation. Suppliers are awarded business based on Topcos QCDI (Quality, Cost, Delivery, and Innovation) approach to doing business.

The expectations of our suppliers and broad measures for success are: Quality Quality is determined by meeting Topcos specifications and standards, which is continuously measured in several ways, including: Topcos QA Department evaluation of product and packaging, plant audits, SQF certification, buying team evaluation of product, and consumer and Members complaints and comments.

Cost Our goal is to provide high quality owned brand products at the lowest total cost of ownership for our Members. Cost is measured several ways, including: total cost of goods, competitive cost when compared to other suppliers, economic value, payment terms, volume incentives, and logistics cost. Suppliers are required to sign Form 60 detailing the volume incentive agreement. Form 60 will be initiated by Topco Procurement and signed by both Topco and the supplier.

Delivery We are committed to delivering the right product, to the right location, at the agreed to time. Deliveries are measured by on-time delivery to Topco or to Topco Member, fill rates, quality of loads including product damage, load shifting, pallet quality, production code quality, shelf life of product on delivery, and case markings.

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Innovation It is important that we provide new and innovative products that meet the changing needs of our Members and products and services that enable our Members to differentiate themselves from their competition. Innovation is measured by suppliers ability and level of activity in response to Topcos ideas and suggestions, as well as to bring new product ideas, product changes, and packaging improvements to Topco. In addition, innovation is measured by supplier provided information on category and market trends, speed to market with new products, process improvements, technical advances, and a QCDI approach in suppliers business.

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Supplier Code of Conduct


Topco is committed to the highest standards of ethical conduct in all of our business dealings.

Topco believes that approved suppliers and all subcontractors of approved suppliers should follow the same philosophy in both written policies and in practice. Topco recognizes that its suppliers are independent businesses. However, the actions of suppliers reflect on Topco, its Members and the community in which we serve. Therefore, Topco expects suppliers to employ the same level of business values, ethics, and practices as Topco.

For these reasons, Topco has established the following policy. Compliance is required of all suppliers and it is the responsibility of each supplier to uphold these requirements. Supplier shall make certain their subcontractors also meet the terms of this policy. Failure to comply may result in withdrawing suppliers approval standing.

Topco employees are prohibited from accepting gifts or gratuities from our suppliers. While our rules do allow for limited exceptions for items of nominal value, the offer or acceptance of gifts is inappropriate and discouraged.

Under no circumstances will our employees solicit any gift or gratuity. If at any time, any person believes there has been a violation of the Code of Conduct or any conduct that maybe considered unethical either by a supplier or Topco employee, the person is expected to report the activity to senior Topco personnel.

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Conformity with Applicable Laws and Regulations Topco believes that all employees deserve to be treated with dignity and respect. Topco believes in the fair treatment of and fair wages for all employees, and that no employee is discriminated based on race, color, religion, sex, age, physical ability, national origin, or any other protected class. Topcos long-standing policy is to comply with all local and national laws wherever conducting business and to uphold a high standard of ethics.

Suppliers must conform to all pertinent local and national legal requirements, customs, and published industry standards pertaining to employment and manufacturing. If there is a conflict between legal requirements and published industry standards, at minimum, suppliers must comply with the law that takes precedence. Employment Practices Forced Labor: The use of or forced labor by a supplier is strictly prohibited. The use of labor under any form of indentured servitude is prohibited, as is the use of physical punishment, confinement, threats of violence, or other forms of physical, sexual, psychological, or verbal harassment or abuse as a means of punishment or control. Suppliers will not engage production facilities that force work to be performed without pay or to force persons to work against their will. Nor will suppliers contract for the manufacture of goods for Topco of subcontractors that condone such behaviors.

Child Labor: The use of child labor by suppliers or a subcontractor of suppliers is strictly prohibited. Child is defined for the purposes of employment as a person who has not reached the age of 15 unless the local law allows for the minimum age of 14. At no times is the supplier to allow individuals under the age of 14 to be involved in the production or handling of Topcos product. In either situation, the supplier will not permit individuals between the ages of 14 and 16 to work during the hours in which the minors are by law required to attend school except

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in situations where the minor is enrolled in a legally approved apprenticeship or similar program.

Working Hours: Suppliers must guarantee that all individuals working on goods supplied to Topco do so in conformity with national and local laws pertaining to the number of hours and days worked. Compensation: It is Topcos belief that all employees, including suppliers and suppliers subcontracted employees be given fair wages and benefits, including compensation for overtime pay, that comply with local and national regulations. If local and national regulations do not support overtime pay, at minimum, employees must be paid at regular pay for all hours worked.

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Supplier Diversity Topco recognizes the importance of differences. It is through differences that we can grow and prosper. Topco is committed to develop mutually beneficial relationships with minority and women-owned business. This commitment is part of our procurement strategy. Topco continually looks for companies that offer quality, service, low cost, and innovation. Minority and women-owned businesses offer their own uniqueness and strengths. Benefits of Supplier Diversity: The minority population is the fastest growing sector in the United States. We believe our supplier base should reflect the demographics of our Members customer base. Diverse suppliers bring new ideas and products to our business including ideas and opportunities on how to reach the diverse markets and offers unique insights to these emerging markets. Topcos supplier diversity initiative will enhance our supply chain, create wealth in the communities in which we serve, and better identify with consumers. It is good business sense.

Topco recognizes the following certifying agencies: National Minority Supplier Development Council Women's Business Enterprise National Council Association for Service Disabled Veterans Government Agencies (Federal, State, City or County) Other certifications may be accepted. Requests can be submitted to Topco. Topco defines minority and women-owned businesses that are at least 51 percent owned, managed and controlled by one or more members of the following groups: African Americans, Hispanic Americans, Native Americans, Asian Pacific Americans, Asian Indian Americans, and Non-Minority Women.

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NuVal Topco entered into a partnership with Griffin Hospitals in Derby, CT to introduce the NuVal Nutritional Scoring System. Dr. David Katzs of Griffin lead a team of a dozen internationally recognized nutritional experts to develop a universal system for rating nutritional quality across all food and beverage categories. This algorithm takes nutrient and ingredient information and computes a 1-100 point nutritional score, with higher scores representing higher nutritional quality. The goal of the scoring system is to provide consumers with easy to understand nutritional information to make healthful decisions when purchasing food products.

The first step in this process is to obtain the required nutritional data from our suppliers that will allow us to score all of the food and beverage products procured by Topco. To collect the nutritional and ingredient information, Topco is utilizing a central web-based product specification database through a service provided by Marketing Management, Inc. (MMI) called Product Master.

Prior to shipping, suppliers are expected register product into Product Master and submit nutritional information on all skus procured by Topco and all skus being considered for commercialization. To begin the process, supplier must send an e-mail address, name, and phone number of the person at your company who will manage this initiative to productmaster@mmimail.com . Supplier contact is typically someone in QA or R&D. MMI will then provide details to supplier on how to register.

Our goal is to be, at minimum, nutritionally aligned with national brand equivalents. Topco QA will work with suppliers to address significant nutritional disparities that require reformulation.

If you are interested in learning more about the NuVal Nutritional Scoring System visit www.nuval.com.

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Requirements for Suppliers


Product Supplier Agreement (PSA) Suppliers are required to have a signed PSA on file with Topco prior to shipping products. This is a legal binding agreement detailing terms and conditions of conducting business with Topco. The Topco Buyer issues PSAs. Following is a summary of major PSA provisions. Suppliers need to refer to their PSA for compliance requirements. Certificate of Insurance (COI) A certificate of insurance naming Topco as an additional insured is required prior to shipping products. This certificate must be updated annually prior to the expiration of the COI. Failure to provide a current COI will result in payment being withheld until received. The PSA details minimum insurance requirements as well as additional insurance matters.

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Quality Assurance
Topco is synonymous with quality. Quality products do not occur by chance. It is through stringent processes and practices, attention to detail, quality of raw materials, and collaborative efforts of Topco and our suppliers that Topco can deliver the best quality products at the lowest price. Product Approval Quality approval process begins with establishing a target and developing a written product specification for every product we offer. Topcos brand standard philosophy is to provide products that meet or exceed the quality performance standards and nutritional profile of the target product, which is the brand with the highest consumer recognition.

Supplier must submit at least two samples of product to Topco QA for initial approval along with the written finished product quality specification for the product. All submitted samples must meet all specification requirements in order for the item to gain initial approval. Following is information that must accompany the initial set of samples: Finished product specification (organoleptic, grading criteria, performance standards, physical, chemical and microbiological limits) Product shelf life Minimum shelf life upon receipt of goods by Topco or Topco Member Code interpretation (full description, all characters) for the lot code portion of the code Copy of the most recent (within the preceding 12 months) Global Food Safety Initiative (GFSI) certification to one of the benchmarked schemes (food facilities) or second party audit report (non-foods facilities). Technical label copy: product name, nutrition facts, ingredient statement, allergen statement, net contents, country of origin, preparation instructions, storage instructions, warning statement, health or nutrition claims and supporting information

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Documentation in support of vendor compliance with the FDA Bioterrorism Act of 2002 Valid certifications related to the product and packing facilities (organic, kosher, etc.) Change to an approved product formulation specification or label is prohibited without prior approval by Topco QA. Additional information, requirements regarding product testing, and approval can be found in the Topco Supplier Quality and Food Safety Expectation Guide.

Product Monitoring Product testing is required for all private label products purchased by Topco. The testing program is designed and administered by Topco QA via a risk-based product monitoring protocol and varies by product category as well as by prevalent industry issues. Supplier Quality/Safety scorecards are issued every six months. They report each suppliers overall performance during the latest six-month timeframe and communicate recommendations to improve scores as well as required sampling frequency.

Coding and Lot Traceability Markings All retail units are expected to have markings that clearly identify the specific packing plant within the producing country along with any additional characters to identify the container contents, packaging line, etc. The additional markings are for traceability purposes. In addition, all products with an expiration date are expected to have a use-by date marked directly on the retail container (can end, glass jar or metal lid, etc. [not on the label, neckband, or some other removable part of the packaging]). All coding and lot traceability markings that appear on the retail unit are also expected to be present on the shipping case. Topco QA expects to have on file, at all times, the current full code interpretation guidelines for all of a suppliers products. Products that are represented by an importer or that are sourced from a plant used by multiple suppliers or importers to Topco are also expected to reflect the 3-character importer/supplier identifier code at

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the end of the USE BY or BEST BY date line. Topco QA assigns this code. All code markings must be fully legible and must not interfere with or overlap other markings on the container.

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Product Traceability Product traceability is a critical element in the establishment of safe quality food. In the event of a recall, product withdraws, or questions our customers may have concerning the products we sell, it is important that we are able to respond quickly and accurately. Accordingly, we expect our suppliers to be able, at any time, to identify and provide the sources of the ingredients used in the finished products that they supply Topco or Topco Members. Documentation should be available by finished product and by (lot) production code printed on the item. Information is expected to be provided within 48 hours of the inquiry.

Shipping Case Markings The following elements are Topcos minimum expectations for shipping case markings. At a minimum, two adjacent sides of the shipping case should clearly display: Product name Product Style, Flavor, etc. Brand Pack Size, Type, and Count UPC numeric (GTIN) Scannable UPC Product traceability information Use by date

Samples of shipping case label requirements are shown in the Appendix section on pages 38 - 40 of this document.

Other markings as designated by government of importing or exporting country may be required (i.e., CIQ number and seals for Chinese plants). Printed markings should be fully legible and must not interfere with or overlap other preprinted markings on the shipping case.

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Shelf Life: Products are expected to have a minimum of 80% of their total shelf life upon receipt by Topco or Topco Member. In the case of seasonal packed product (i.e. canned fruits and vegetables), supplier is expected to closely monitor negotiated quantities versus actual product movement so that Topco can start receiving new pack product once it is available. Shipping Documents Shipping details should accompany all product shipments and must arrive at the warehouse along with the product. The contents of each delivered load should accurately reflect all required lot and code date information, by product. If a shipment is comprised of multiple code dates of any one item, the breakdown of quantity by code should be reflected in the shipping documents. All shipments should be made in compliance with the FDA Bioterrorism Act of 2002. Specialized Product Categories Fresh meat, produce, and other perishable products have different quality control requirements. Topco has experts in the field, including produce inspectors on the east and west coasts as well as meat selectors and auditors monitoring production across the country, who provide expertise in highly sensitive product lines. Package and Label Evaluation QA also evaluates package label information. In addition to the labeling requirements described in the PSA, it is the responsibility of the supplier to ensure accurate nutritional labeling, ingredient labeling, allergen warnings, and that all labeling elements are in compliance with all local, state and federal requirements.

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Plant Inspections As provided in the PSA, in addition to formal inspections conducted through the certification process, Topcos QA staff or designated second party company may also inspect facilities. These plant inspections are for investigative purposes and to assess that agreed-upon corrective actions have been addressed related to product quality or safety issues.

If additional non-conformances are identified via this inspection process, the vendor is expected to submit a written corrective action plan for each identified non-conformance. Corrective action plans must include timeliness to completion.

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Product Availability
It is the responsibility of the supplier to track the movement of their product(s) to ensure appropriate label and finished goods inventory is adequate to meet Topco Members demands. Supplier are expected to work with their Topco Buyer to determine appropriate inventory levels and production runs to ensure meeting service level commitments to our Members. Recommended Quantities Inventory quantity for finished goods should be generally two weeks and quantity for labels and packaging should be three months. This is dependent on product category and final direction of Topco Buyer. Refer to PSA for specific category information. Product Delivery Products must be shipped and delivered in adherence with the requirements detailed in the Topco PSA or as communicated by the Topco Buyer. The purchase order states actual ship-to location. In addition, supplier must ensure that shipments and deliveries adhere to each individual Members requirements. When shipping or delivery requirements differ between Topco and the Member, the supplier will follow the Members requirements and notify the appropriate Topco Buyer of the change.

As with Good Manufacturing Practices, suppliers are expected to have Good Food Handling Practices established to protect the integrity of the food by ensuring properly maintained temperatures, proper identification and segregation of damaged, dated, rejected or product on hold, assurance that no raw products or packaged products are cross contaminated, and trailer conditions are sanitary and well maintained.

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Product Integrity Supplier is expected to ensure that product is shipped in a method to maintain the physical integrity and quality of the product, shipping case, and pallet configuration.

Pallet Requirements Supplier must use CHEP pallet rental system unless otherwise authorized by Topco or Topco Member.

Topco and Topco Members reserve the right to inspect all incoming pallets and to reject any pallets that are damaged or not in compliance with specifications. The driver who delivered the rejected pallets will be required to unload and the restack the product on acceptable pallet(s).

Inspections All deliveries are subject to examination for damage and infestation before being received. Constructive placement on the dock must be done in such a way to allow sufficient space for a thorough inspection. Pallets may be visually checked with a flashlight. If there is evidence of possible infestation found all products will be black-lighted. If loads have any evidence, whatsoever, of infestation the entire shipment will be returned to the suppliers point of distribution. In such instances, transportation charges and reprocessing charges will be the responsibility of the supplier.

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Accepting of Product Topco and Topco Members will receive products subject to inspection and approval of its inspectors within a reasonable time after receipt of order. Payment for products does not constitute approval. If the products or tender of delivery are defective or do not conform to samples, descriptions and specifications included on purchase order or otherwise provided to supplier, Topco or Topco Member may reject all of the products, or accept any quantity of commercial units and reject the remaining. Supplier will reimburse Topco or Topco Member in full for products rejected and returned and supplier will assume all cost of handling. Handling charges include, but not limited to, transportation costs both ways, employees handling costs, and the difference in cost of replacement product if cost of replacement product is greater than agreed upon cost with supplier. Refer to the PSA for further details.

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Liquidation Policy
Topco understands that at times product may need to be liquidated. Suppliers must adhere to the following policy to ensure proper handling of Topco or Topco Members label. At no time will product liquidation be authorized that pose a potential health risk, quality issue, or expired product. Consideration will be given only if product can be liquidated outside of Topco or Topco Members market and Supplier must ensure product will not make its way back to Topco or Topco Members market area.

Topco Labeled Product: Prior to product liquidation supplier contacts appropriate buyer with product description, label name, production code, UPC code, expiration code, inventory in cases and units of effected product, and reason for disposition of product. Supplier should provide a recommended solution of liquidation. Topco will have final authority over product distribution. Member Labeled Product: Prior to product liquidation supplier contacts appropriate buyer at Topco and at Topco Member with product description, label name, production code, expiration code, inventory in cases and units of effected product, and reason for disposition of product. Supplier should provide a recommended solution of liquidation. Topco along with Topco Member will have final authority over product distribution.

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Product Updates
Suppliers are expected to contact the appropriate Topco Buyer concerning opportunities, discussions, questions, and issues. In the event the Buyer is not available, the supplier can contact the Category Director followed by the Vice President.

Topco expects our suppliers to provide us with accurate and timely information. This includes information regarding unit pricing, bracket pricing, promotions, damage allowance, freight, discounts, quantities, delivery status, and logistic information including pallet quantity, cases clearly marked with UPC, case description, pack and size, case length, width, and height, supplier contact information including customer service, and ship and pickup information. Information on file must be accurate at the time the order is placed.

When product information changes Topco requires 10 business days to process changes. This is the minimum amount of time necessary to ensure good flow of information to our Members.

We understand that at times the information may not be available; however under no circumstances should receipt of information be subsequent to receipt, or lack thereof, of product delivery. It is critical suppliers notify Topco prior to a scheduled delivery of any changes to order, (i.e. order quantity, product cost, or requested ship/delivery date). Supplier must communicate to the appropriate Topco Associate so Members can be advised and given options to remedy the situation.

To ensure accurate information supplier must communicate changes to product or supplier information via the Product Information Form (PIF) and/or the Supplier Information Form (SIF). PIF and SIF forms are found on pages 37 and 38 in the Appendix section of this Handbook. Only fields with changes are to be completed. In the event of a change to suppliers remit address change must be submitted on the suppliers letterhead.

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Product Recall or Withdrawal


In the event that a government agency advises supplier that a product recall is necessary or appropriate, if Topco or Topco Member, or supplier otherwise determines that it is necessary or desirable to remove any product from sale or distribution, the deciding party will promptly notify the effected party. Supplier shall notify Topco of any recall or market withdrawal involving any product produced at any facility producing Topco or Topco Member products even if a Topco or Topco Member labeled product is not involved. Supplier shall fully cooperate with Topco and Topco Members with respect to any recall or withdrawal of product from sale or distribution, and all product recalls or withdrawals shall be coordinated through Topcos Recall Coordinator.

Topco and Topco Members reserve the right to charge suppliers a fee for all costs incurred in connection with a product recall or withdrawal. Costs may include, but are not limited to, the value of the product, freight costs, handling costs, loss of sales and profit, and difference in cost of replacement product if cost of replacement product is greater than agreed upon cost with supplier.

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GTIN Global Trade Item Number


The following is an explanation of GTIN, use of GTIN at Topco, and supplier requirements. GS1 has created the standard for use of GTINs. Topco will follow the standard when ever possible. More information can be found on the GS1 web site: barcodes.gs1us.org

What is a GTIN GTINs provide distinctive product recognition worldwide. GTINs are encountered most often at the point of sale and on cases and pallets of products in a distribution/warehouse setting. GTINs can be programmed into various types of GS1 bar codes and Electronic Product Codes (EPC) which are programmed into Radio Frequency Identification (RFID) tags.

GTINs are generally used on purchase orders and delivery and payment documents. If used properly, GTINs will distinctively identify our products as they move through the global supply chain to the end user.

Key Benefits of the GTIN Facilitates the global flow of trade items (products and services) and associated information used in electronic commerce Uniquely identifies trade items at all levels of packaging (item, case, and pallet) Allows accurate machine reading of trade items when placed in bar codes Delivers trade item data in a consistent format and structure Simplifies supply chain management GTIN enable the use of GDSN for data synchronization. (2006 GS1, 2006)

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GTIN Definitions The GTIN is the unique GS1 System Identification Number used for trade items. The term trade item refers to any product or service upon which there is a need to retrieve pre-defined information; this product or service may be priced, ordered, or invoiced at any point in the supply chain. This includes individual items as well as all of their different packaging configurations. GTIN are 8, 12, 13, or 14 digits in length. GS1 recommends that a GTIN be represented in software applications as 14 digits by right justifying and zero filling left, as appropriate.

The four GTINs (8, 12, 13, and 14 digits) can be represented in a bar code. Each code provides distinctive numbers when right justified and used in a 14-digit database field: GTIN 8 (used in EAN-8 bar codes) Seven digits containing a GS1-8 Prefix and Item Reference One digit representing the Check Digit

GTIN-12 (used in UPC-A Consumer Code and EPC-E bar codes) Eleven digits containing a UPC Company Prefix and the Item Reference assigned by your company One digit representing the Check Digit

GTIN-13(used in EAN bar codes) Twelve digits containing a GS1 Company Prefix and the Item Reference assigned by your company One digit representing the Check Digit

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GTIN-14 (used in ITF-14, GS1-128 (formerly UCC/EAN-128), Reduced Space Symbols, and Data Matrix bar codes, plus EPCs) One digit representing the Indicator digit to indicate packaging level Twelve digits the GS1 Company Prefix and the Item Reference assigned by your company One digit representing the Check Digit A leading 0 represents the consumer-selling unit. This applies to product that is scanned at checkout at any level in the hierarchy. A leading digit between 1 and 8 can represent the product in various forms such as case pack, shipper count, and pallet count. A leading digit of 9 represents random weight product. Case Code The food industry standard for case identification is a 12 Digit Case Code. This code is not a GTIN. At no time should additional digits be added to the 12 Digit Case Code.

Samples of shipping case label requirements are shown in the Appendix section on pages 35-37 of this document.

Assignment of GTINs to Packaging Levels The company owning the manufacturer prefix should assign GTINs. Therefore, for Topco owned brands Topco will assign the GTIN. For Member owned brands the Member assigns GTINs and notifies Topco of the numbers for input in our system. This will prevent any product receiving issues while providing data and traceability of products.

The assignment of the 12-digit UPC Consumer Code (GTIN-12) and placement on the consumer-selling unit does not change.

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Supplier Responsibility For Topco owned labels the supplier must contact Topco for assignment of GTINs for individual product labels and product cases, shippers, and/or pallets.

For Member owned labels the supplier must contact the Member for assignment of GTINs for individual product labels and product cases, shippers, and/or pallets.

If supplier is requesting GTINs from a Member who is not assigning GTIN-14, the supplier should contact Topco for further direction. The supplier should not assign GTINs.

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Invoicing Requirements
As provided in the PSA, direct billing to Topco is the standard method of invoicing for all products purchased by Topco. Suppliers are expected to bill via EDI directly to Topco. Should a supplier be unable to bill electronically, a fee may be assessed against each purchase order to help offset the cost of manual processing. As provided in the PSA, Suppliers shall provide monthly, a detailed statement of account reflecting all outstanding charges and credits.

Following is the minimum information expected on all invoices: Topco Topco Member Purchase Order Number UPC Case Code Topco Product Code

In some cases, for operational and other business reasons, a supplier may be requested to direct bill a Member. This method of billing by supplier is only acceptable with the expressed written approval by Topco, as set forth in the PSA. In the rare situations where the supplier directly bills a Topco Member, the supplier must provide Topco a monthly sales recap of all direct billings within three (3) business days after the end of each month. The sales recap must include for each item: reporting period UPC case code or Topco product code complete item description quantity billing unit of measure gross price promotional allowances miscellaneous charges Under direct billing to Members Topco shall have no liability or responsibility for payment and supplier shall look solely to the Topco Member for payment.
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Invoicing Accuracy It is the suppliers responsibility to review each purchase order received from Topco to ensure compliance with all aspects of Topcos purchasing agreement with supplier, (i.e., per unit pricing, bracket pricing, promotions, damage allowance, freight, discounts, quantities, delivery requirements, shipping requirements, etc.). If there is a discrepancy or question, it is the suppliers responsibility to notify the Topco Buyer (via email, fax or by phone) before the order is shipped.

EDI Invoice Policy All suppliers doing business with Topco are expected to be able to transmit an invoice and month end recap for Member direct billing electronically (via EDI).

Standards: Topco uses Electronic Data Interchange (EDI) as an integral business tool to increase customer satisfaction. The data interchange standard used by Topco is UCS. Topco uses value-added networks (VANS) and occasionally may elect to communicate directly to a partner through other communications protocols.

Acknowledgements: Transmission of supplier EDI invoices will be acknowledged according to standard EDI guidelines. The 997 acknowledgement will be used. It is the suppliers responsibility to verify Topco has acknowledged transmissions and take appropriate action if the expected acknowledgements are not received within 24 hours.

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EDI Invoice Requirements: The following are conditions that apply to EDI invoices: Invoices must meet the requirements as defined by Topco listed in the Topco EDI Invoice Mapping section. Once in production mode, invoices will only be received via EDI. Paper invoices will not be processed. The supplier may incur a non-compliance assessment of $92 per paper invoice received by Topco. Topcos purchase order number on the invoice and the purchase order must match Supplier must communicate to Topco any invoice DUNS number or address change within 30 days of the change Invalid EDI invoice data may result in an additional assessment

EDI Invoice and Order Mapping information can be found by following the vendor tab at our website, www.topco.com.

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Gifts and Gratuity Policy


The making or giving of payments, gifts, contributions or other inducements to any Topco personnel is contrary to Topcos policy unless there is a business purpose, the amounts expended are reasonable and not lavish, and the entertainment occurs infrequently. Exceptions to this policy are for items of nominal value such as memo pads, paperweights, desk calendars and other similar items. At no times are cash or cash equivalent gifts, such as gift cards or gift certificates, to be offered. Please make sure that your salesperson or representative understands Topcos policy on gifts and that you do not put our employees in the position of having to refuse gifts, gratuities, or entertainment. Topco appreciates your support.

Topco Associates LLC. Supplier Handbook

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Appendix

Product Information Form


Item number: Item Description

Case Case dimensions: _____ Height _____ Width _____ Depth Case weight: ______ Pallet configurations: Cases per layer: ______ Layers per pallet: ______ Ship Location:
Street City/State/Zip: Phone: Fax: Contact Name:

Pickup Location:
Street City/State/Zip: Phone: Fax: Contact Name:

Can be combined with other products: _____ yes _____ no If yes, list item code and description:
Item Code Product Description

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Supplier Information Form

Supplier Name:

Correspondence Address:

Contact Information: Name:

Contact Information: Address:

Contact Information: Phone/Fax:

Customer Service: Name:

Phone number:

(Remit address or information changes must be submitted on suppliers letterhead.)

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Emergency Contact Information An emergency is defined as a serious incident where the media or a government agency is involved; a health hazard exists involving your product, etc. Routine business matters, such as late shipments, order changes, etc., do not fall into this category.

Supplier Information
Supplier Name: Street Address: City, State, Zip: Telephone: Fax:

Employee Information
Name: President/General Manager Emergency #: Home Cell VP Sales Home Cell VP Distribution Home Cell Private Label Manager Home Cell

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Case Labeling DOMESTIC PRODUCTS Topco expects all cases to be labeled with the following information on Length and Width side: See graphic below. A. Package Size: Pack size must be located in the upper left-hand corner of two panels. Numbers and letters should be the same size. B. Manufacturers UPC Case Code on top right hand corner on length and width side of the box. C. Topco or retail members brand Food Club, TopCare... D. Product name and description. This must be the same as the name and description on the consumer label. E. Expiration / Freshness Date: Cartons requiring an expiration or freshness date must be stated with a MM/DD/YYYY on length and width sides of carton. The expiration date on the carton must match the inner retail unit. MM/YYYY will be acceptable for HBC items F. Topco Purchase Order number G. 12 Digit Scannable UPC case code (Not UPC Consumer Code) Pallets must be marked as a Mixed Pallet if containing more than one lot, item, or expiration dates. Slip-sheet must be used to separate mixed lot, items, or expiration dates on a pallet.

A) # of inner pks/# of pcs per inner/pk size C) Insert Topco Brand Name Here D) Insert Item Description Here

B) UPC Case Code

E) Insert EXPIRATION / FRESHNESS DATE: here (when applicable) F) Topco PO #:00000XXXXXXX

G) Scannable Bar UPC Case code (not consumer UPC code)

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Carton Markings IMPORT PRODUCTS A. B. C. D. E. F. G. H. I. Case markings must be printed (imprinted) GTIN bar code must be printed on carton, and scannable (stenciled bar codes are NOT acceptable) Product labels are NOT acceptable Carton markings must be printed on ALL four side panels of the carton Use Black GCMI #90 ink Use Sans Serif font (typeface) ONLY Print ALL characters in UPPER CASE only Use the same size font for all numbers and letters NEW item carton markings MUST be approved by Topco Associates LLC prior to printing* * Re-orders do NOT need to be approved

Pallets must be marked as a Mixed Pallet if containing more than one lot, item, or expiration dates. Slip-sheet must be used to separate mixed lot, items, or expiration dates on a pallet.

# of inner pks/# of pcs per inner/pk size

MFR I.D. #: XXXXX CASE ITEM #: XXXXX

Insert Topco Brand Name Here Insert Item Description Here Insert EXPIRATION / FRESHNESS DATE: here (when applicable) Insert MFR LOT #: here (when applicable) MADE IN (insert county of origin) TOPCO PO #: 00000 XXXXXXX

Insert G-TIN Case Bar Code Here

CONTACT FOR IMPORT PRODUCT: For questions regarding carton markings, contact Bella Levinson at (847) 329-3261 or e-mail blevinson@topco.com

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Carton Markings IMPORTS Examples: 1) Carton Marking Example:

8/12/4PK

MFR I.D. #: 11225 CASE ITEM #: 04185

ELECTRIX AA ALKALINE BATTERIES 4PK


EXPIRATION DATE: 05/2015 MADE IN CHINA TOPCO PO #: 000002956487

2) Long and Narrow Carton Marking Example:

8/12/4PK ELECTRIX AA ALKALINE BATTERIES 4PK EXPIRATION DATE: 05/2015 MADE IN CHINA

MFR I.D. #: 11225 CASE ITEM #: 04185

TOPCO PO #: 000002956487

G-TIN BAR CODE EXAMPLE:

Pack Indicator

Number System Indicator

Manufacturer Identification Number

Item Number

Check Digit

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Carton Strength Requirements Import Products: There are two tests used throughout the corrugated industry to determine strength. Bursting (Mullen) Test refers to the rough treatment and resilience of corrugated material. This test measures the force required to rupture or puncture the face of corrugated board and is measured by a Mullen Tester. It also is indirectly related to the cartons ability to resist external or internal forces and thus to contain and protect a product during shipment. This test is reported in pounds. Edge Crush Test (ECT) is a newer standard that is a true performance test and is directly correlated to the stacking strength of a carton. ECT is a measure of the edgewise compressive strength or corrugated board. It is measured by compressing a small segment of board on edge between two rigid platens or plates perpendicular to the direction of the flutes until a peak load is established. This is measured in pounds per lineal inch of load bearing edge but is usually reported as an ECT value. Topco requirements are as follows:
Corrugated Board Strength Equivalencies: Single Wall Corrugated Bursting Test 125# 150# 175# 200# 275# 350# Minimum Edge Crush Test 23 ECT 26 ECT 29 ECT 32 ECT 44 ECT 55 ECT Maximum Suggested Loading Limit Per Carton 20 lbs. 35 lbs. 50 lbs. 65 lbs. 95 lbs. 120 lbs.

Corrugated Board Strength Equivalencies: Double Wall Corrugated Bursting Test 200# 275# 350# 400# 500# 600# Minimum Edge Crush Test 42 ECT 48 ECT 51 ECT 61 ECT 71 ECT 82 ECT Maximum Suggested Loading Limit Per Carton 80 lbs. 100 lbs. 120 lbs. 140 lbs. 160 lbs. 180 lbs.

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The equivalent ECT values are given as a minimum value. Due to the various recipes corrugators use the makeup of each will vary slightly in overall strength. Cases that are subject to severe handling need to have a higher strength. The bursting test will provide a truer measure of rough handling. The supplier is responsible to ensure the case strength will withstand normal handling appropriate for the product.

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