Ingram Book Company
General Terms of Business
1.
Modifications of Agreement
From time to time it may be necessary for Ingram Book Group Inc. (IBG) to modify the General
Terms of Business. Modifications will be communicated on ipage prior to the planned effective date.
2.
Orders
IBG may order titles in any quantity made available by Supplier for sale to any customer at IBG’s sole
discretion. IBG has no obligation to place any orders with Supplier, however, IBG retains the right to
place purchase orders and have those purchase orders filled by Supplier. All orders will be placed by
IBG through electronic transmission, ipage, fax, and telephone or by mail. Supplier will furnish IBG
with appropriate transmission information.
3.
Delivery
Supplier will process and ship orders within five working days of receipt of an IBG purchase order.
Supplier will notify IBG of any product that is temporarily out-of-stock with Supplier, and will ship
any such product within five working days of the date it is restocked. Not yet published titles (NYP)
will be shipped so that the product is received by each IBG Distribution Center at least 24 hours prior
to receipt of product by any retailer in the geographic service area of the IBG Distribution Center. IBG
may cancel any unfilled purchase order at any time after 60 days beyond the order date or 60 days
beyond publication date, whichever is later.
Title and risk of loss for all shipments remain Supplier’s responsibility until IBG takes delivery at an
IBG Distribution Center. The responsibility of providing IBG proof of delivery (POD) will be that of
the Supplier. An acceptable POD must clearly show the signature of the IBG associate who accepted
delivery. Ingram may request POD after receipt of invoice. Supplier’s POD will be produced within
60 days of IBG’s request. IBG will verify and process the POD within 60 days of receipt from
Supplier and make the appropriate payment on the next scheduled check for Supplier.
For orders where IBG bears freight charges, all shipments made by Supplier must adhere strictly to
designated carriers and routing instructions (unless otherwise authorized in writing by IBG for a
specific shipment). Failure to do so will result in charge backs to Supplier to reimburse IBG for all
additional expenses incurred. POD’s will be provided upon request only. See IBG Packing, Shipping
and Invoicing Instructions.
4.
Packing and Identification
All books and related material will have unique ISBN’s and shall be sent to IBG pursuant to the
Operations Requirements. See IBG Packing, Shipping and Invoicing Instructions.
5.
Invoices
Supplier shall provide IBG with line-item detail invoices within 30 days of shipment. Each purchase
order within each shipment will be assigned a unique invoice. Do not include invoices with
shipments.
Supplier shall provide monthly statements to IBG with invoice and credit detail (balance forward
statements are not acceptable). IBG will make payments to Supplier based on the terms outlined in
this Agreement. IBG reserves the right to exercise any cash or early payment discounts offered by
Supplier solely at its option. At any time IBG may elect to pay under net terms. If Supplier wishes to
receive earlier payment than provided in the Terms Agreement, it may petition IBG for such payment
with the understanding that IBG may require an early payment discount or IBG may elect not to make
the early payment.
Supplier should not rely on IBG to request a POD. If an invoice is not paid when due, Supplier should
automatically request a POD.
6.
Purchase Order Acknowledgement (POA)
For orders placed by IBG electronically, Supplier must provide a POA to IBG within eight working
hours of Supplier’s receipt of an electronic order. The POA must note status, discount, and price
changes. IBG will not pay more than the price and discount indicated on the POA.
7.
Product Status Notification
Supplier agrees to notify IBG in writing when the Supplier’s product becomes non-returnable, out-ofprint, out-of-stock, out-of-stock indefinitely, not their product, and no longer distributed. Notifications
are to be sent to the Buyer responsible for Supplier’s account. IBG, at its discretion, may return any
product to Supplier for full credit any time up to a minimum of six months after IBG has received
product status notifications. See Returns, Section 8.
8.
Returns
IBG may return any damaged or defective product to Supplier. Damaged or defective returns will be
identified by an ‘XY” in the order number on the return documentation. Supplier will be charged the
freight.
IBG, at its discretion, may return any product to Supplier for full credit at any time up to a minimum of
six months after IBG has received notification of the product becoming non-returnable or out-of-print
notification. Product, which is substantially overstocked by IBG, will be returned to Supplier.
Overstock returns will be identified by an “XX” in the order number on the return documentation.
Supplier will accept a reasonable amount of damage on overstock returns pursuant to the following
guidelines:
a. Supplier will accept hard-cover books with dust jackets that are torn, shopworn, or pricestickered; or torn shrink-wrap. Supplier will accept all slightly bent corner and/or spine;
shopworn look due to printer imperfection; books with author autograph. Product is fully
returnable by IBG for 100% credit without prior authorization, or attachment of special labels
or invoice numbers.
b. Supplier will not be responsible for paperback books that have store specific stickers or
sticker residue; faded covers; water damage; ink marks; cut marks; very bent corner and/or
spine; books with bent, crumpled or dirty pages; prepacks or boxed sets with missing books,
toys, or audio. Supplier will not be responsible for hard-cover books that have very bent
corners and/or spines; crumpled or dirty pages; ink marks; cut marks; sticker residue on the
actual book itself (does not apply to dust jackets).
c. Supplier will accept audio/sideline product that is shopworn, or price stickered; torn shrinkwrap, cracked audio casing; shopworn look due to printer imperfection. Supplier will not be
responsible for audio/sideline product that have store specific stickers or sticker residue; faded
covers; water damage; ink marks; cut marks; pre-packs or boxed sets with missing books,
toys, audio cassettes, or CD’s; crushed audio/CD casings.
All overstock returns made by IBG to Supplier which are deemed as unacceptable by Supplier
pursuant to this Agreement, must be documented on the “Unacceptable Return Expedite Form.” The
form is then attached to the packing slip of the original return and a copy mailed or faxed to Ingram
Book Group, One Ingram Blvd., Attn Supplier Returns # 679, LaVergne, TN 37086-1986, Fax (615)
213-5597. Within one week of IBG’s receipt of this documentation, IBG will send Supplier a control
number and a Disposition Report including instructions for Supplier. The Disposition Report must be
included with Supplier’s return shipment to IBG, if IBG requests product to be returned. The
Disposition Report will indicate the IBG Distribution Center and address to which the return will be
made.
If the refused returns meet the guidelines of this section, the return will be recognized and reflected in
IBG’s Account Payable system after it appears as an open item on supplier’s statement.
Supplier will issue credit for all returns within 30 days of receipt from IBG or within 30 days of receipt
of POD if required. If IBG does not have a sufficient account balance against which to apply credit,
then at IBG’s discretion, IBG may request payment by check. Supplier is required to provide payment
by check within 60 days of request unless accounts balance becomes sufficient during that time period.
Supplier must request a POD for any disputed returns. Supplier shall issue credit by the next regularly
scheduled statement for all valid POD’s received.
9.
Special Offers
Any terms of any sale or special opportunities affecting payment terms, freight, discount(s) or
promotional allowances offered by Supplier to similar customer will be offered to IBG.
10. Advertising (Other than Co-operative Advertising)
Advertising approved by Supplier will be invoiced or charged back to Supplier the month in which the
advertising appears. Supplier will pay advertising invoices within 30 days from invoice date; failure to
do so within 90 days will result in charge backs to Supplier.
11. Information Provided by Supplier
Supplier will provide full bibliographic, annotative, discount and terms information to IBG for every
title, at least four months prior to publication. This information is preferred in electronic format. For
information on supplying acceptable electronic formats, contact Andy Stone at (615) 213-3391. If
electronic information is not available, Supplier should send 8 copies of catalogs or tip/fact sheets to
TIMS Administration Group, Attn: Catalog Administrator, 1 Ingram Blvd. LaVergne, TN. 370861986. Supplier will provide all bibliographic, status and terms updated for each title requiring
maintenance on a monthly basis (this update does not eliminate Supplier’s responsibility for providing
appropriate corrections on POA’s if IBG orders electronically). This information is preferred in
electronic format.
12. Information Provided by IBG
IBG will provide certain information to Supplier on a subscription basis through ipage.
13. Force Majeure
Whenever performance by IBG or Supplier of any of their respective obligations, other than the
obligation to make payment of money due hereunder, is substantially prevented by reason of any act of
God, strike, lock-out, or other industrial or transportation disturbance, fire, lack of materials, law
regulation or ordinance, terrorist, war or war conditions, or by reason of any other matter beyond the
affected party’s reasonable control, then such performance will be excused and this Agreement will be
deemed suspended during the continuation of such prevention and for a reasonable time thereafter.
14. Indemnifications
Supplier represents and warrants for all product presented by Supplier to IBG for sale:
a. that Supplier is the owner of the product and all copyrights related thereto, or has the
authority to sell and distribute the product in accordance with the terms hereof;
b. that the product is not libelous, defamatory, or obscene;
c. that the product, its sale, or distribution does not infringe any copyright or violate any privacy
or other right of any person;
d. that the product does not contain any recipes, formulae or instructions that, if implemented,
might be injurious to the user or others; and
e. that the Supplier will promptly notify IBG in writing if it receives or otherwise becomes
aware of a claim alleging facts which if true would be a breach of any of the foregoing
representations or warranties.
Supplier agrees at its expense to defend IBG and indemnify and hold IBG harmless for all loss, costs,
expenses and damages incurred by IBG in connection with any suit, claim, or proceeding brought
against IBG claiming or alleging facts which if true would be a breach of any of the foregoing
representations or warranties. Such a defense is conditioned on the following:
a. IBG shall notify Supplier promptly in writing if it receives any notice of a claim for which it
intends to claim indemnification from Supplier;
b.
c.
Supplier shall have the sole control of the defense of any action of such claim and all
negotiations for the settlement and compromise; provided, however, that no claim will be
settled regarding IBG’s liability without the express written consent of IBG. IBG shall
cooperate fully with Supplier, at Supplier’s expense, in the defense of such claim but may
have, at IBG’s expense, separate counsel. IBG’s written consent to any settlement and all
other equitable relief pertaining to IBG’s liability must be obtained before executed by
Supplier, and;
Should any product or the sale or distribution thereof become, in Supplier’s opinion, likely to
become the subject of a claim which, if true, would constitute a breach of the above
representations and warranties, IBG shall permit Supplier, at its option and expense, either to
procure for IBG the right to continue the sale or distribution of the product or to grant IBG the
right to return the product regardless of condition for full credit. The credit shall be
equivalent to the purchase price plus shipping and handling costs incurred by IBG.
15. Non-exclusivity
IBG reserves the unrestricted right to solicit and make direct sales of the product of Supplier or anyone
else to any person, retailer, institution, or distributor, at any location, and to appoint such additional
dealers, distributors, or brokers for products as in IBG’s sole judgement may be desirable, without
obligation to Supplier of any kind.
16. Business Information
All business information, trade secrets, and materials containing business information provided by IBG
to Supplier in any format and on any media, including by not limited to lists of present or prospective
customers or of persons that have or shall have dealt with IBG or purchased Supplier’s products
through IBG or otherwise, personnel acquisition plans, and other business affairs of IBG learned by
Supplier, are and shall be treated as confidential both during and after the term of this Agreement.
Such information or materials may be used only to perform services pursuant to this Agreement, and
shall not be used for the benefit of Supplier. Supplier acknowledges and agrees that any breach of this
provision will cause irreparable injury to IBG and that money damages are not an adequate or sole
remedy. In addition to any other rights or remedies that may be available to IBG, IBG shall be entitled
to appropriate injunctive relief or specific performance against Supplier or its officers and employees
to prevent any breach of this provision. If IBG needs to enforce its rights under this paragraph, it shall
be entitled to recover from Supplier its damages, expenses and attorney’s fees.
17. Notices
All notices required or permitted to be given under any provision of this Agreement shall be in writing
and other personally delivered or sent by telephone facsimile, United States Mail as certified mail,
postage prepaid, or by overnight delivery through a reputable services such as Federal Express, bearing
the address of the respective party as hereinafter set forth, unless another address is specified in
writing.
18. Successors and Assigns
This Agreement, and the rights and obligations of Supplier, may not be assigned in whole or in part or
transferred by Supplier without prior written consent of IBG.
19. Contract
This Agreement, together with the Terms Agreement and IBG Picking, Shipping and Invoicing
Instructions, supersedes all prior agreements and understandings between the parties.
20. Applicable Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Tennessee.
21. Standards of Business Conduct
It is the policy of IBG to deal fairly and objectively with each Supplier. IBG’s choice of Suppliers is
based on price, quality, quantity of product needed, availability of product, product recognition, and
marketing support.
IBG adheres to the highest ethical standards and expects Supplier to do likewise. Compliance with
federal, state and local laws applicable to IBG and Supplier is essential. Business related bribery is a
criminal offense. The offer or acceptance of any commission, bonus, fee, compensation, trip, loan,
excessive gift or entertainment constitutes a lack of integrity and is violation of IBG policy. A gift or
entertainment is “excessive” if, in the judgment of disinterested persons, accepting the gift or
entertainment might impair or give the appearance of impairing one’s ability to act solely in the best
interest of IBG; under no circumstances shall the value of a gift or entertainment exceed $100.
IBG associates are required to avoid engaging in any situation that would constitute or have the
potential of constituting a conflict of interest. The term “conflict of interest” describes any situation
where the associate is unable to act in a fair, objective manner when involved in business dealings on
behalf of IBG. Situations such as acceptance of free trips from Supplier, use of Supplier’s private
planes for personal trips, excessive gifts, and stock ownership in Supplier are considered conflicts of
interest and are in violation of IBG policy.
IBG associates are expected to report immediately to the office of IBG’s corporate counsel any offers
or incidents that appear to constitute a conflict of interest. Supplier is asked to report any violations to
IBG’s corporate counsel.
Ingram Book Company
Packing, Shipping and Invoicing Instructions
For questions regarding Purchase Orders, Quantities, Bindings, Pricing, Discounts etc., please
call 615-213-4160.
DEVIATIONS FROM THESE INSTRUCTIONS COULD RESULT IN CHARGE BACKS TO THE
SHIPPER UNLESS AUTHORIZED BY INGRAM BOOK GROUP.
Modifications of Agreement
From time to time it may be necessary for IBG to modify the IBG Packing, Shipping and Invoicing
Instructions. Modifications will be communicated on ipage® prior to the planned effective date.
Shipping
Transportation Department: (615) 213-7413
1. Transportation freight charges for which the Supplier is responsible must be shipped freight
PREPAID. Transportation freight charges for which Ingram Book Group (IBG) is responsible must
be shipped freight COLLECT only by a carrier routed by IBG Transportation Department.
2. ALL shipments should be consolidated for ONE WEEK or 1,000 pounds whichever comes first,
unless otherwise instructed by IBG transportation. SUPPLIER SHOULD NEVER SHIP ON
CONSECUTIVE DAYS, NEVER SHIP SMALL PACKAGE MORE THAN ONCE WEEKLY,
OR LTL MORE THAN 2 TIMES WEEKLY (to a single destination) WITHOUT PRIOR
NOTIFICATION OF IBG TRANSPORTATION.
3. If shipping freight collect from a location other than the origin specified on the routing guide, or if a
shipment reaches 10,000 pounds, contact IBG Transportation for specific routing instructions at 615213-7413 or inbound.transportation@ingrambook.com
4. In the case of deviations by vendors who ship freight COLLECT, the difference in the cost of freight
will be charged back to the shipper, along with a $35.00 administrative fee. Vendors responsible for
shipping freight PREPAID will be assessed the full amount of the freight including reconsignment
charges, as well as the administrative fee.
5. If shipping from AR, AZ, CA, CO, IA, ID, KS, MO, MT, ND, NE, NM, NV, OK, OR, SD, TX, UT,
WA, WY, vendors are instructed to ship DIRECT to each IBG DC per its routing guide. For those
vendors, the following applies:
 The address of the Ingram Distribution Center (Chambersburg, Ft Wayne, LaVergne, and
Roseburg) and the PO number MUST be on the shipping labels and bills of lading.
 ALL shipments to a single Ingram DC MUST be consolidated on a single Bill of Lading
containing the following information:
A. INGRAM DESTINATION
B. NUMBER OF PALLETS
C. PO AND/OR INVOICE NUMBERS
D. NUMBER OF CARTONS (LOOSE ONLY)
E. TOTAL WEIGHT
F. “SHIP VIA CARRIER “AS INDICATED ON ROUTING
6. If shipping from a state not listed under #5 above, vendors are instructed to ship to one of Ingram’s
Consolidation Centers per its routing guide. For those vendors, the following applies:
 The NAME of the IBG final destination DC (Chambersburg, Fort Wayne, LaVergne, and
Roseburg) and the PO number MUST be on the shipping labels and bills of lading.
 ALL LTL AND TRUCKLOAD SHIPMENTS into an IBG Consolidation center must be
consolidated on a SINGLE, MASTER BILL OF LADING AND include the following
information on a consolidation manifest:
A. INGRAM FINAL DESTINATION
B. NUMBER OF PALLETS
C. PO AND/OR INVOICE NUMBERS
D. NUMBER OF CARTONS (LOOSE ONLY)
7.
E. TOTAL CARTONS AND WEIGHT PER DESTINATION
F. TOTAL WEIGHT OF SHIPMENT
 Failure to complete a consolidation manifest will result in transportation charge backs.
 When instructed to ship to IBC consolidation, all freight MUST be sent through consolidation.
This INCLUDES all small package shipments. Refer to the routing guide for more information or
contact the IBG Transportation Department.
 When instructed to ship to IBC consolidation, all freight MUST be sent through consolidation.
This INCLUDES all small package shipments. Refer to the routing guide for more information or
contact the IBG Transportation Department.
 Shipments for multiple locations CANNOT be mixed within a carton. One mixed pallet per
SHIPMENT will be permitted if no single final destination has more than 16 boxes. If more than
16 cartons for any final destination, the cartons must be palletized separately.
For a copy of the IBC routing guide, please contact IBC Transportation at 615-213-7413 or
inbound.transportation@ingrambook.com
Invoicing
Ingram Book Group Accounts Payable Department: (615) 213-5555 ext. 27328
1. Do not include invoices with shipment. All invoices should be sent to: Ingram Book Group,
Accounts Payable Department - #305, P.O. Box 3006, One Ingram Blvd., LaVergne, TN 37086-1986
2. Purchase orders may NOT be combined on an invoice.
3. No Freight Charges will be allowed on an invoice.
Packing and Marking
Ingram Book Group Operations Department: (615) 213-6287
1. The bar-coded Bookland EAN must be printed on the back cover (cover 4) of each book. Cover 2 is
acceptable for trade and mass market books. Suppliers who do not adhere to this standard will be
charged $0.25 per unit to cover the cost of Ingram stickering the non-bar coded product.
2. Within a shipment, each Ingram P.O. must have its own packing list that clearly shows the titles for the
P.O. If a master packing list is used, titles and quantities for each P.O. must be clearly indicated. The
packing list must be in the lead carton, a carton that is clearly marked or in a pouch affixed to the
outside of this carton. This carton must be visible and easily identifiable while on the pallet.
3. All cartons for one P.O. should be kept together on pallets whenever possible. Cartons belonging to a
single P.O. may not be packed on more than one mixed P.O. pallet. It is acceptable to pack all cartons
for several small P.O.’s onto one pallet. No carton can exceed 70 pounds.
4. Each carton must be clearly and legibly marked with the Ingram P.O. Number, which corresponds to
the product, packed inside that carton. Product from one P.O. may not be packed in a carton with
product from another P.O.
5. All copies of a title should be packed together whenever possible. A single title must not be packed in
more than one mixed title carton. Titles shipped within a mixed within a carton must have cartons
marked MIXED TITLES. Do not mix multiple cartons of MIXED TITLES on different layers of
pallets.
6. When one title on one P.O. is packed in multiple cartons, those cartons must be kept together on the
same pallet.
7. Each carton must be labeled with the correct carton count for its P.O. (example 1 of 15, 2 of 15, etc.)
8. When a bill of lading or manifest is required, it should list all Ingram P.O. numbers in the shipment
and the total pallet or carton count.
9. If books are stacked on a pallet loose and not in cartons, only one title is allowed per pallet. Ingram
prefers not to have loose pallets.
10. Any shipment of sixteen cartons or more must be palletized. Palletized shipments should be made on
standard 42” x 48” four-way entry pallets and shrink-wrapped or banded securely to allow double
stacking.
11. Ingram will pay based on the price and discount listed on the P.O., unless Purchasing is notified in
advance of any changes. However, for pre-priced product, Ingram will accept the price printed on the
books actually received, even if it differs from the price on the P.O.
12. All copies of a title on one P.O. must bear the same price. Copies of a single title bearing two different
prices may not be shipped on the same P.O.
13. Any Ingram P.O. ending in “N” or “H” needs to be clearly marked “New Release” or “HOT”. This
marking must be visible on the pallet.
14. A work order fee of $100 plus $0.14 will be charged per unit for binding assortments, pre-packs and
bundles (using shrink-wrap only; if spread corrugation or other materials are referred, they must be
provided by the supplier). The per unit charge is for each individual unit included in the assembly.