VITAMIN WORL SUPPLI R OMPLIAN GUI

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VITAMIN WORLD

SUPPLIER

COMPLIANCE GUIDE –

JUNE 1, 2016 FOR SUPPLIERS PROVIDING CONTRACT MANUFACTURING

Vi tamin World Supplier Compliance Guide – (Contract Mfg) Effective Date: May 1, 2016

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Table of Contents

Overview of this Guide........................................................................................................................4

Invoicing Requirements ......................................................................................................................5

Inbound Shipments.............................................................................................................................6

Vendor Routing ..................................................................................................................................7

Supplier Onboarding Process...............................................................................................................7

Delivery Policies & Surcharges for Non-Compliance ..............................................................................8

Delivery Policy #1 ...............................................................................................................................8

Delivery Policy #2: Packaging ..............................................................................................................8

Delivery Policy #3: Bar Codes ..............................................................................................................9

Delivery Policy #4: Pallet Requirements............................................................................................. 11

Delivery Policy #5: Use of Slip-Sheets (Pallet Pads) on all Palletized Deliveries ..................................... 12

Delivery Policy #6 ............................................................................................................................. 13

Delivery Policy #7 ............................................................................................................................. 13

Delivery Policy #8 ............................................................................................................................. 14

Delivery Policy #9: Fulfillment of Orders Requiring Ten (10) or More Pallets......................................... 14

Quality Assurance Policies & Surcharges for Non-Compliance ............................................................. 15

Quality Policy #1: Minimum Remaining Shelf Life............................................................................... 15

Quality Policy #2: Product Condition ................................................................................................. 15

QA Policy #3: Certificates of Analysis (CoA)........................................................................................ 16

QA Policy #4: Record Review, Audits and Site visits............................................................................. 17

QA Policy #5: Customer Complaints ................................................................................................... 18

QA Policy #6: Regulatory Inspections ................................................................................................. 18

QA Policy #7: Recalls ......................................................................................................................... 18

QA Policy #8: Testing Program .......................................................................................................... 18

QA Policy #9: Additional Requirements ............................................................................................. 19

Procurement Policy .......................................................................................................................... 20

Confidentiality .................................................................................................................................. 20

Appointments .................................................................................................................................. 20

Ethics ............................................................................................................................................... 20


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Gift & Gratuities Policy...................................................................................................................... 20

Labor Law Compliance ...................................................................................................................... 21

Additional Terms and Conditions ....................................................................................................... 22

Vitamin World Minimum Levels of Insurance Coverage....................................................................... 24

Supplier Quality Questionnaire .......................................................................................................... 25

Exhibit A: Pallet Label........................................................................................................................ 26

Supplier Acknowledgement (Signature Required) ............................................................................... 27


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Overview of this Guide Vitamin World attributes much of its success to suppliers that provide the highest quality products, dedicated services, technical innovations, and competitive pricing.

We have developed this Supplier Compliance Guide to provide our ‘approved’ suppliers providing contract manufacturing or packaging services with information about our expectations and practices. The content contained within the following pages provides our standards and requirements regarding on-time delivery, receiving, invoicing, quality assurance and other relevant information. Please note that we reserve the right to amend this Guide by posting such amendment to our website at www.vitaminworld.com/vendors, and this Guide, as amended, will be binding upon you if you choose to continue doing business with us after such posting. You must comply with the procedures and requirements described herein to achieve or maintain your position as an ‘approved’ supplier, as we only conduct business with the most consistent and reliable of suppliers. If you require clarification, or have questions about our policies and procedures, please contact Vitamin World’s

Supplier Management at [email protected]. Vitamin World will operate with an “Open Door Policy” for our approved suppliers. If, at any time, you feel that you are not being given a fair opportunity, or have a concern about our directions, please contact our General Counsel at (631) 200-5190.


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Invoicing Requirements Inclusion of the following information will help ensure prompt and accurate payment of your invoices. If you have any questions, please contact our Accounts Payable department at (631)244-2065 or [email protected].

Please include the following information on all invoices: 1. Supplier Information:

Supplier Name

Address

City, State, Zip Code Telephone and Fax Number

Email address

2. Payment Terms: Our standard payment term is 2% 30, Net 60 Days. A payment term other than the above is subject to negotiation, but will only be binding if set forth in writing by an authorized representative of Vitamin World.

3. Vitamin World Purchase Order number 4. Invoice date/ship date 5. Unit Price: The unit cost on the invoice must not exceed the unit cost listed on the Purchase Order. We

will not recognize any price increase after the Order Date stated on our Purchase Order. 6. Quantity 7. Vitamin World Item Number 8. Supplier Lot Number 9. Complete description of the Product purchased 10. Unit of Measure (UOM) 11. Supplier ‘Remit To’ Address 12. If you choose to receive payment via ACH wire transfer, please supply the following:

Bank Name

Branch Name

ABA routing Number

Bank Account Number

Email address for payment confirmation.

If you fail to provide the above information, our Accounts Payable department will issue a paper check.

Submission of Invoices

Suppliers should submit invoices to Vitamin World either:

1) electronically (via email to [email protected]); or, 2) via mail to:

Vitamin World, Inc. Attn: Accounts Payable PO BOX 9012

Ronkonkoma, NY 11779

(631)244-2065


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Inbound Shipments To insure proper receipt of products, suppliers are required to comply with the following: 1. Inbound deliveries must be accompanied by a Packing List that provides the following information:

a. Vitamin World Purchase Order Number b. Vitamin World Item Number c. Unit of Measure d. Pallet Count and Quantity Breakdown e. Total Quantity f. Manufacturer’s Name g. Manufacturer’s Lot Number h. Expiration Date

2. Supplier must arrange advance appointments with the appropriate receiving warehouse listed on our

Purchase Order.

3. Merchandise must be palletized per our specifications (reference Delivery Policies & Surcharges for Non-Compliance section for details).

4. If supplier ships Materials (as defined in the Additional Terms and Conditions below) to us from outside the US, supplier must ship under DDP, as defined in the Incoterms® 2010 rules. This means that supplier is responsible for (i) the arrangement and cost of international freight, U.S. delivery, and insuring goods in transit; (ii) the entry of the goods into the United States and all regulatory requirements of U.S. Customs and Border Protection and any other U.S. governmental authority having jurisdiction over your Materials; (iii) freight forwarding and customs brokerage costs; and (iv) payment of all customs bonds, duties and fees. We will not serve as importer of record for the import of your Materials, and we will not accept freight-collect shipments. The unit cost for your Materials, as it appears on our Purchase Orders, must include all freight, insurance and entry costs. If supplier is unable to comply with these requirements, please contact the buyer listed on the Purchase Order immediately to discuss potential

alternative terms of sale, which may be offered at our sole discretion.

***************************************************************************************** Any shipment that does not meet the above requirements will be subject to rejection or we may assess a surcharge for lost time and handling charges (reference Delivery Policies and Quality Assurance Policies sections for details). *****************************************************************************************


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Vendor Routing Freight terms will be clearly indicated on our Purchase Order. In instances where Vitamin World will be responsible for shipping costs, shipments are to ship FOB

Origin, Freight Collect and Vitamin World will select the carrier. In instances where supplier will be

responsible for shipping costs, supplier should ship v ia Vitamin World’s preferred carrier and should e-

mail carrier requests to [email protected]. As part of your e-mail, please provide:

origin address

contact information

Vitamin World PO #

pallet count weight

ready date for pick-up

destination address

any other relevant information

If you do not receive a response to your e-mail within 24-hours, please call [(631) 200-5182].

***************************************************************************************** Suppliers can reach our Traffic Management department at [email protected], Monday through Friday, from 9:00 AM to 5:00 PM, Eastern time, excluding holidays. *****************************************************************************************

Supplier Onboarding Process All suppliers of packaged goods or merchandise are required to participate in Vitamin World’s Supplier

Qualification and Risk Screening process, which includes a nominal annual enrollment fee. For information

about Vitamin World’s supplier onboarding process, please contact an authorized category or account manager

or Vitamin World’s Supplier Management Office at VWSupplierManagement.com.

mailto:[email protected]


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Delivery Policies & Surcharges for Non-Compliance Vitamin World requires all suppliers of Product to adhere to the following delivery policies. If suppliers do not comply, Vitamin World will be entitled to the applicable surcharges set forth below.

Delivery Policy #1: Packing List Each shipment must be accompanied by a detailed Packing List and be delivered to the location specified on our Purchase Order unless we provide written instructions to do otherwise (reference Inbound Shipments section).

Surcharge for Non-Compliance: $100 per shipment

Delivery Policy #2: Packaging

Each master case shipped to Vitamin World must be clearly labeled with the following information: Vitamin World Product Number, as listed on our Purchase Order Lot Number

Expiration Date

Product Description

Quantity per master case, inner packs if relevant

Unit size of container

Bar Code of UPC Code Bar Code of Lot number

The bar codes are necessary to allow us to perform proper traceability of our shipments in the case of recalls, and In compliance with the FDA documentation requirements of the Public Health Security and Bioterrorism

Preparedness and Response Act of 2002.



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Delivery Policy #3: Bar Codes

Layout of the Master Case Label:

Below is an image sample of what a Vitamin World Master Case Label should look like. (Label should be 3 inches x 6 inches)

The bottom barcode is type Interleave 2 of 5. This is a 14 digit barcode. It is derived by taking the 12 digit UPC of the product and adding a "1" and a "0” as the first two numbers and a recalculating the Check Digit (the final digit).

The barcode that is printed vertically on the right side of the label is type 128C. It is a barcode of the value that appears in the "LOT NO:” section of the label.


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What numbers are barcoded (where does the number in each barcode come from?)

The value for the Barcode on the bottom of the label (the Interleave 2 of 5 barcode containing 14 digits) is

derived from the UPC on the product's label. For example: If the 12 digit UPC on the product's bottle is "3 18858 10624 0", then the Interleave 2 of 5 barcode will be " 1 03 18858 10624 7 ".

(In order to generate an Interleave 2 of 5 barcode from UPC # 3 18858 10624 0, add a "1" and a "0" to the beginning of the UPC and recalculate the check digit, which in this case becomes "7").

The value for the 128C barcode, printing vertically on the right side of the label, is taken from the Lot Number - which also appears on the label as detailed in the image below:



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Delivery Policy #4: Pallet Requirements Unless agreed to in writing otherwise, Vitamin World requires that all pallets shipped into Vitamin World facilities meet or exceed the following: 1) Pallets meet Grocery Manufacturer’s Association (GMA) Grade “A” standards, including:

Dimension: 40” x 48”

Material: GMA, Group III or IV, hardwood, clean saw

Deck Coverage: Top Deck 63%; Bottom Deck 47%

Grade: Grade “A”, 4-way, flush and non-reversible Sound material, free of knots Minimum seven (7) top boards, minimum five (5) bottom boards, and three (3) stringers

2) No missing or broken boards on top or bottom. 3) No double stringers, patched boards or metal repair plates. 4) All stringers are solid, not broken and/or having cracks visible from three sides and longer in run than one

inch. Weathering cracks that are not continuous and not visible from three sides are allowable. 5) Pallets are not required to be bleached white but should be clean and odor free. Clean pallets are free of

debris and stains, but discoloration due to aging is acceptable. 6) No cracks on the top or bottom boards greater than 1/8” wide and 15” inches in length. 7) No exposed splinters greater than 3” inches in length. 8) No tapered breaks with a depth greater than 1” inch along a 10” inch or more run. If at the 10” inch

distance, the depth is less than 1” inch, the pallet is acceptable. The pallet is unacceptable if the 1” inch depth runs the entire length of the board.

9) Nail heads or nail points are not to exceed 1/8” exposure from the surface of the wood. Pallets will not be rejected because of exposed nails unless the top and bottom board surface between nail head and stringer has been destroyed.

10) No partial footings. Partial footings occur when 1/4 of a stringer board width or length that connects it to the bottom board has been removed or when securing nail shanks are exposed in the stringer.


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Additionally:

Unless agreed to in writing to vary from the below requirements, total pallet height maximums for all

facilities must not exceed the following: Total pallet height (Pallet and Product) for finished goods:________________________ 34”

Maximum weight on a single pallet must not exceed 2,400 pounds.

Boxes must not hang off the sides of pallets.

Pallets must not be double-stacked without our prior written approval.

You must clearly mark all drums and cartons with a warning to indicate if a desiccant is included in the

container. All pallets must be shrink-wrapped and strapped completely to ensure stability during transit. The

load must be secure and stable. Any shipment found to be tipped over or on the trailer floor may be

rejected or a surcharge may be assessed to cover re-work costs. Pallet labels will conform to the sample identified as Exhibit A, and include the following information:

Supplier Name

Vitamin World Purchase Order Number Vitamin World Item Number(s) Product Description Expiration Date Manufacturer’s Lot Number(s)

Surcharge for Non-Compliance: $50 per pallet

Delivery Policy #5: Use of Slip-Sheets (Pallet Pads) on all Palletized Deliveries Deliveries of finished goods on a pallet(s) must include the use of a slip-sheet to act as a barrier (pallet pad) between the pallet and the bottom of the product (box, bag, barrel, etc.). Slip-sheet should adhere to the

following (minimum) specifications: Material: Recycled Chipboard Size: 40” x 48” and not over-lapping the pallet Gauge / Thickness: 22 point board


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Delivery Policy #6: Early/Late Deliveries If, for any reason, supplier expects a shipment against our Purchase Order to arrive outside the acknowledged delivery date window (-3 business days to +0 days from the delivery date specified on the Purchase Order), supplier must immediately inform our Procurement department and the Buyer identified on the Purchase

Order by phone or email listed on our Purchase Order. Any products more than thirty (30) days late from the last acknowledged promised date of Purchase Order may be cancelled by Vitamin World in writing. Note: Should there be any questions about any terms or conditions on our Purchase Order, such as price, freight or payment terms, supplier must first advise our Procurement department and the Buyer about the issue by phone or email, and then note the issue on the Purchase Order and return the Purchase Order by e-mail at least forty-eight (48) hours before scheduled delivery. We will return a Purchase Order, revised to reflect any changes we approve by fax or e-mail. Generally, the Purchase Order number will not change. It is the supplier’s responsibility to follow up with the Buyer to be sure the supplier receives the revised Purchase

Order. If this policy is not followed, deliveries made under our Purchase Order constitute acceptance of all terms, dates, prices and quantities as stated on the original Purchase Order.

Surcharge for Non-Compliance: 5% of Product/Material Invoice Amount

Delivery Policy #7: Partial Shipments Materials should not be delivered in split or partial shipments. Please make arrangements with the delivering carrier to ensure that we receive all items shipped against open Purchase Orders on the same business day. All shipments should consist of a single lot or multiple complete lots to minimize our internal testing requirements.


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Surcharge for Non-Compliance: 10% of Total Purchase Order Value

Delivery Policy #8: Shortages/Overages Each shipment is subject to count and recount and must match against the Packing List. Vitamin World will not impose a surcharge for shortages. However, we will not pay for products that we do not physically receive.

We will communicate shortage information to suppliers and we will ‘short pay’ invoices. With regards to over shipment of products, at our option, we may elect to accept over shipments up to 10% of the originally ordered quantity or we may elect to return any/all unauthorized over shipments at supplier’s expense.

Delivery Policy #9: Fulfillment of Orders Requiring Ten (10) or More Pallets For deliveries of Packaged Goods or Merchandise that will require ten (10) or more pallets to fulfill the Purchase Order, supplier should 1) notify the Buyer listed on the PO of the need to utilize ten (10) or more pallets; and, 2) ship product directly to Vitamin World’s warehouse located at 2145 Ninth Avenue, Ronkonkoma, NY 11779. Supplier should call 631-200-7337 to schedule a delivery appointment.

In addition to the surcharges listed above, failure to comply with any of the above policies may lead to one or more of the following actions:

A surcharge of up to $500 for lost time and handling

Refusal of shipment and cancellation of Purchase Order

Revocation of ‘approved’ supplier status

Non-Payment of Invoice

If you require clarification or have questions about our policies and procedures, please contact our Supplier Management Office at VWSupplierManagement.com. We appreciate your cooperation.


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Quality Assurance Policies & Surcharges for Non-Compliance Vitamin World requires all suppliers of finished goods to adhere to the following Quality Assurance policies. If suppliers do not comply, Vitamin World will be entitled to the applicable surcharge(s) set forth below.

All suppliers of Finished Good Dietary Supplement Products to Vitamin World must follow cGMPs as found in 21 CFR part 110 and 111 and all other applicable state and local department of health regulations. All suppliers of cosmetic products to Vitamin World must follow 21 CFR part 701, 740, FDA Good Manufacturing Practice (GMP) Guidelines/Inspection Checklist for Cosmetics, 21 CFR part 73, Subpart C, Color Additives approved for use in Cosmetics, and all other applicable regulations. All suppliers of OTC products to Vitamin World must follow the cGMPs 21 CFR part 210 and 211 and all applicable Guidance documents. All suppliers of Finished Good Dietary Supplement Products to Vitamin World must confirm that the Finished

Good Dietary Supplement Products comprising each shipment or other delivery hereafter made by such supplier to, or in the order of Vitamin World is guaranteed, as of the date of such shipment or delivery, to be, on such date, (i) not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, and (ii) not a Finished Good Dietary Supplement Product that may not, under the provisions of section 404 of the Federal Food, Drug and Cosmetic Act, be introduced into interstate commerce.

Quality Policy #1: Minimum Remaining Shelf Life All packaged goods or merchandise must meet the following minimum shelf requirements at the time of delivery to Vitamin World as established and supported by sound scientific rationale, including stability

studies on the formula and/or on similar formulations.

Vitamins / Supplements 24 months Powders 24 months Liquids and Drinks* 12 months Bars and Food* 12 months Cosmetics (Topicals) 24 months

At any point following receipt, Vitamin World reserves the right to return any product found to not meet

the above minimum requirements. All costs associated with the return of such product(s) will be at the full expense of the supplier, unless otherwise agreed to in writing by an authorized category or account manager.

Quality Policy #2: Product Condition All packaged goods or merchandise must be received in “shelf ready” condition with no damage from either freight or manufacturing issues. At any point following receipt, Vitamin World reserves the right to return any product found to not meet the above requirement. All costs associated with the return of such product(s)


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will be at the full expense of the supplier, unless otherwise agreed to in writing by an authorized category or account manager. Vitamin World will not accept any product until it has passed our inspection and audit procedures. Inspections may include sampling and inspection of the shipment for any visually observable defects, such as short counts or material with physical defects or contamination; verification of the chemical, physical, or microbiological

properties required by our specification as well as information on the Certificate of Analysis (CofA); evaluation of the CofA for compliance to Vitamin World specifications All finished goods not passing inspection will be rejected. All finished goods must be perfectly and absolutely clean. Unclean goods will be rejected. A Supplier Correction Action Report (SCAR) will be issued to the Supplier to be completed with Root Cause and Corrective and Preventative Plans (CAPA). The supplier’s response to our corrective or preventative action request must completely address the issues presented in the SCAR by performing root cause analysis. Supplier’s response must delineate an action plan

to prevent future recurrence of the problem. Vitamin World will carefully evaluate the response for adequacy, potential changes to our processes and products, and completeness of the resolution.

Surcharge for Non-Compliance: $500 per delivery

QA Policy #3: Certificates of Analysis (CoA) Supplier must provide a hard-copy Certificate of Analysis (CofA) as part of the delivery of all finished goods. In addition to providing the hard-copy CofA, supplier must also email an electronic copy of the CofA concurrently or prior to the delivery of the product. Electronic copies of the CofA should be emailed to [email protected].

Any CofA arriving later than the day of the delivery may result in the issuance of a surcharge, at our discretion, as well as the issuance of a Supplier Corrective Action Report (SCAR) to allow the supplier to document corrective and preventative actions moving forward. Please note that when submitting an electronic copy of the CofA, the emailed CofAs should reference the Vitamin World purchase order number within the subject line of the email. All CofAs, whether hard-copy or electronic must contain the following information relating to the finished goods:

1. Manufacturer’s/supplier’s name and address (can be in letterhead) 2. Lot number* and Expiration date;

3. Vitamin World’s Bulk and Item numbers 4. Product Description 5. Manufacturing and packaging dates; 6. Relevant technical data such as physical description of product; 7. Allergen Data; 8. Complete list of ingredients, with excipients listed in descending order; 9. Analytical, chemical and microbiological data, as required by Vitamin World’s specifications;


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10. Description of packaging and a statement that (a) primary components comply with 21CFR177 and are free of Bisphenol A (BPA), and (b) that if Gelatin is used, it is free of bovine spongiform encephalopathy (BSE) or transmissible spongiform encephalopathy (TSE);

11. All CofAs must be signed and dated by a responsible party. The name and title of the responsible party must be printed on the CoA.

*If the bulk lot number is different from the packaging lot number, please provide both, indicating which is which. _______________________________________________________________________________________ If the bulk was manufactured by one supplier and packaged by another, the above requirements as they apply to bulk will be required on the CofA from the manufacturer and a Certificate of Compliance (CofC) must be provided by the packager which must also accompany the shipment and be sent electronically. The CofC must contain the following information relating to the finished goods:

1. Packager’s name and address (can be in letterhead); 2. Lot Number*;

3. Expiration date (must be the same as the bulk expiration date); 4. Vitamin World’s Bulk and Item numbers; 5. Product Description; 6. Packaging date; 7. Microbiological data, as required by Vitamin World’s specifications;** 8. Description of packaging and a statement that primary components comply with 21CFR177 and are

free of Bisphenol A (BPA)

*If the bulk lot number is different from the packaging lot number, please provide both, indicating which is which. ** Unless prior agreement made that microbiological testing was not necessary.

Surcharge for Non-Compliance: $500 per delivery

QA Policy #4: Record Review, Audits and Site visits Vitamin World will, upon request, be given access to review batch manufacturing and packaging records for products manufactured specifically for Vitamin World. This applies to, at a minimum, the initial three (3) lots of product produced. A Vitamin World representative or delegate representing Vitamin World will be allowed access to monitor the production of the initial lot of product. A Vitamin World representative or delegate representing Vitamin World will be allowed access to the contract manufacturer’s and/or packager’s facility to perform a routine cGMP audit, or follow up on Corrective Actions.

Vitamin World will give the supplier a minimum of three days’ prior notice.


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QA Policy #5: Customer Complaints Vitamin World will forward relevant information regarding quality related complaints to the contract manufacturer and/or packager as appropriate. It is expected that the supplier will conduct a thorough investigation, following their internal SOPs, 21CFR part 111 Subpart O, and industry best practices. Investigations should include examination of retain samples, documentation related to the lot in question, related lots if applicable, and any other data deemed relevant. A response should be provided back to Vitamin World within 15 business days. Vitamin World will be notified immediately upon a situation in which the supplier learns that a defect may

have affected the quality, safety, purity, strength, or composition of the lot involved, and/or other related lots.

QA Policy #6: Regulatory Inspections

If, during a government regulatory inspection, an investigator requests and reviews any documentation, data, or samples relating to a product that is produced for Vitamin World, or a specific lot shipped to us, the supplier will notify Vitamin World promptly, and in no event later than 48 hours following such request or review. Vitamin World will be notified within two (2) business days of the receipt of a regulatory authority inspection report, deficiency letter, warning letter, or written regulatory compliance observation, which contains any adverse findings that relate to product sold to Vitamin World. A copy of the redacted report shall be provided to the Vitamin World quality department.

QA Policy #7: Recalls Vitamin World Quality will be notified immediately upon a situation in which the supplier learns that a defect may have affected the quality, safety, purity, strength, or composition of a lot or lots of finished goods supplied to Vitamin World. Vitamin World will be supplied with all of the details regarding the situation in order to make an informed disposition decision.

If the supplier receives a Recall Letter from a Raw Material supplier regarding a lot used in one of our products, a copy will be immediately forwarded to Vitamin World Quality. If the cause of the defect is determined to be the supplier’s a SCAR will be issued and a CAPA will be required.

QA Policy #8: Testing Program For Vitamin World custom items, it will be expected to have a minimum of the first 3 production lots tested for all analytes.

To verify the CofA, as required, a composite sample from the first 3 lots produced will be sent to a mutually agreed upon 3rd party laboratory, that has ISO 17025 Certification.


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This will be performed with the intention of having all test results confirmed. Discrepancies shall be discussed with the supplier and 3rd party lab representative. After that, a minimum of one lot per year, per product will be sent to an ISO 17025 certified third-party lab, for full testing.

A reduced testing program may be put in place whereby every lot thereafter has at least one assay performed. The testing program will be set up at the time of the specification approval based on the type of supplement and ingredients contained therein. For formulas created and produced by the Contract Manufacturer for themselves and/or other customers, review of past analytical data may be performed in lieu of full testing. Microbiological testing will be performed on every lot unless studies have been performed to support the lack of necessity. Finished Dosage conformance to Prop 65 standards for heavy metals is expected.

Applicable contaminants, set at the time the specification is set, may be tested on the raw materials and verified on the bulk on a time basis set by the contract manufacturer as long as compliance to specifications is guaranteed.

One bottle shall be sent from the beginning, middle and end of the run, concurrent to vendor’s in -house testing for physical evaluations. Bottles shall be sent to: Vitamin World 4320 Veteran’s Memorial Highway Holbrook, NY 11741 Attn: Quality Assurance

QA Policy #9: Additional Requirements When required by the Purchase Order, or Vitamin World specifications, supplier must provide documents evidencing compliance with Certifications guaranteed, i.e. NSF, USP DSVP, laws of Kashrut (Kosher) or Halal, USDA Organic, concurrently with or before the delivery of the Materials.

If you require clarification or have questions about our policies and procedures, please contact our Supplier Management Office at VWSupplierManagement.com. We appreciate your cooperation.


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Procurement Policy Vitamin World greatly values the partnerships with our approved suppliers and strives to maintain and improve these relationships through best-in-class business practices and ethical standards. We are committed to conducting all aspects of our business affairs with the highest degree of professionalism, integrity and honesty.

To this end, we have established guidelines for our employees (whom we refer to as “Associates”), consultants and partners with purchasing responsibilities. All authorized purchasing agents/buyers are expected to make buying decisions, without prejudice, for the overall benefit of Vitamin World. We pride ourselves on a culture of strong business analytics, and purchasing decisions will be made on the basis of how our needs are best served. We regularly review purchasing requirements, including cost, and evaluate their competitiveness. Generally, if we determine that we can realize a greater benefit through a different supplier or product mix, we will notify our current supplier(s) that we are making a change. We hold all our purchasing agents/buyers to the highest professional standards and require that they conduct

business in a professional and honest fashion. When working with our purchasing agents/buyers, our ‘approved’ suppliers can expect the following.

Confidentiality We will treat all pricing, product specifications, strategic planning and proprietary information as

confidential, and will not discuss this information with anyone other than authorized Associates, consultants and agents, or as may be required by law, regulations or legal process.

Should you require a confidentiality agreement be in place before sharing information with Vitamin

World, please contact our Supplier Management Office (at VWSupplierManagement.com) to receive our standard confidentiality agreement.

Appointments Our purchasing agents/buyers will make every effort to be prompt and available at the scheduled time

and location. We are sensitive to the time and expense that is involved with business travel, and, if the purchasing

agents/buyers you are scheduled to meet with are unavailable for any reason, we will try to notify you at least thirty-six (36) hours before the scheduled meeting time.

If we are unable to provide prior notice, another authorized purchasing agent/buyer, with buying

authority, will attend the scheduled meeting, but you may request a new meeting with the original purchasing agent/buyer at a later date, if you prefer.

Ethics We hold all Associates to the highest standards of ethics and performance. All transactions with

existing or prospective suppliers will be conducted in an honest and professional manner. We pride ourselves on prompt and accurate payment of all agreed upon invoices. Should you have a

concern or question about payment, you should contact your authorized purchasing agent/buyer

immediately. You can expect a prompt response to your communication.

Gift & Gratuities Policy Our Associates, regardless of their capacity, will not request, encourage or accept for their personal

benefit (or for the benefit of their friends or relatives), gifts, gratuities, trips, cash, samples, meals, or other goods or services of value, from anyone selling to, or in any way serving Vitamin World.


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Approved Suppliers may donate gifts for the purpose of raising funds for charities or non-profit

organizations we support. Gifts and gratuities include kickbacks in the form of money or merchandise, tickets or admission to

sporting, entertainment or other events, any types of goods, special discount to our Associates, discontinued or no-longer used samples, supplier-paid trips, liquor, food products, and personal services. We also consider meals gratuities. When dining with a supplier, our Associates must pay for their own meals. When practical, gifts must be returned to the sender with an explanation of our policy. Any item not returned will be considered our property.

If any of our Associates purchases merchandise directly from you for personal use, or for the personal

use of the Associate’s friend or relative, you must invoice the Associate at a price not less than established wholesale prices.

If you become aware of an Associate requesting goods or services for personal gain or consideration,

you are obligated to report this directly to our senior management by contacting our Office of General Counsel at (631) 200-5190. Your violation of this policy can result in your being barred from future business dealing with Vitamin World. Associate violation or abuse of this policy may result in the Associate’s immediate termination.

We believe this policy supports our mission to deliver the highest quality nutritional supplements with

the best value to our customers.

Labor Law Compliance We only do business with Suppliers that comply with wage and hour laws, rules and regulations of

the countries in which they do business. We only do business with Suppliers that comply with the child labor laws, rules and regulations of

the countries in which they do business. We only do business with Suppliers that comply with the laws, rules and regulations regarding

slavery and human trafficking of the countries in which they do business. We expect our Suppliers to require that the contractors and subcontractors with whom they do

business also comply with wage and hour, child labor, and slavery and human trafficking laws, rules and regulations of the countries in which they do business.

Vitamin World and its Suppliers shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans." Vitamin World and its Suppliers shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

If you learn of any violation of this purchasing policy, please report it to our General Counsel at (631) 200-5190.


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Additional Terms and Conditions 1. Complete Agreement. In the absence of a manufacture, supply or vendor agreement between you and us (“Master Agreement”), this Guide, together with the Purchase Order, constitutes the entire agreement between you and us, with respect to the purchase of raw materials, packaging components and final products

contracted through manufacturing / packaging services described on the applicable Master Agreement or Purchase Order (collectively “Materials”). In the event that a Master Agreement exists, the Terms and Conditions agreed to as part of that document shall take precedence over those listed in this Guide. No terms or conditions of sale set forth in your quotation, order, invoice, or sales acknowledgment, or in any other document or conversation constitute any part of the agreement between you and us concerning our purchase unless we expressly agree to those terms in a writing signed by an authorized officer of Vitamin World. This Guide governs all past and future transactions between you and us, unless we provide additional or different terms and conditions, in which event those additional terms and conditions will govern if you choose to sell us goods or services after the effectiveness of such terms. Your proceeding in any way with the transactions or deliveries contemplated by the Purchase Order, including acknowledging and accepting an order, or your partial or complete delivery of goods to us, constitutes your acceptance of these terms and conditions.

2. Waiver; Severability. Our failure to insist on strict performance of any of the terms of the Purchase Order or this Guide, or to exercise any rights conferred, will not be construed as a waiver of our rights to assert or rely on any such terms or rights on any future occasion. Our rights and remedies under this Guide are not exclusive, but in addition to any other rights or remedies provided by equity, law or under the Purchase Order. If any term or provision of this Guide, or any Purchase Order, is held invalid or unenforceable, the remainder of this Guide and such Purchase Order, and any other application of such term or provision, will not be affected thereby. 3. Disputes and Remedies; Governing Law and Venue. The Purchase Order, this Guide and the transactions contemplated hereby and thereby will be governed by New York law, without regard to its principles of conflicts of law, and all legal proceedings with respect thereto must be commenced in the New

York State Courts sitting in Suffolk County, New York. In any legal proceeding, Vitamin World is entitled to recovery of reasonable attorneys’ fees and expenses consistent with Section 9 above. In addition to the provisions set forth in this Guide, the provisions of the Uniform Commercial Code of the State of New York (as amended from time to time), and all warranties, express or implied, included therein and any other applicable law or regulation, will apply to this Agreement and the Materials covered by the Purchase Order furnished to supplier. 4. Construction. Unless the context of this Guide otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the term “hereof,” “herein,” “hereby” and similar or derivative words refer to this entire Guide; (iv) the term “paragraph” or “section” refers to the specified paragraph or section of this Guide; (v) the

term “Exhibit” refers to the exhibits to this Guide; (vi) this Guide will be deemed to have been drafted by the parties equally; (vii) the word “or” will be deemed to include both its disjunctive and its conjunctive meaning; (viii) the term “including” and similar or derivative words will be deemed to be followed by the words “without limitation;” and (ix) the word “Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, company, trust, bank or similar financial institution, other entity, government, agency, and political subdivision of a government. Whenever this Guide refers to a number of days, that number will refer to calendar days unless business days are specified. As used herein, (a) “business day” means any day other than Saturday, Sunday or any day on which banks located in New York City are authorized or obligated to close, and (b) “affiliate” means, with respect to any person or entity, any other person or entity that controls, is controlled by, or is under common control with, such person or entity.


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5. Notices. Unless otherwise noted in the Master Agreement, all notices or other communications provided for or permitted herein will be in writing, and delivered by nationally recognized overnight courier, such as Federal Express, to the party entitled or required to receive the same, at the address first set forth in the Introduction with respect to us, such address specified in the Purchase Order with respect to supplier or such other address as either party may designate by written notice given pursuant to this section. All notices

and other communications will be deemed given on actual delivery, or first attempted delivery if delivery is refused by the intended recipient.


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Vitamin World Minimum Levels of Insurance Coverage Supplier will obtain and maintain in full force and effect during the course of conducting business with Vitamin World, Inc. at their own expense, policies of insurance with carriers with a minimum AM Best Financial Rating of A-VII, the following insurance coverage lines, as applicable to the business relationship between

supplier and Vitamin World. Vitamin World must be named as an Additional Insured and Loss Payee for General Liability coverage in the description of operations box, along with Vitamin World, Inc. as Certificate Holder. Additionally, a Waiver for Subrogation in favor of Vitamin World, Inc. is required for General Liability coverage. Note: In the case where a supplier’s current insurance coverage does not meet the levels listed below and the supplier wishes to request an exception from any of the below coverage levels, an email request should be sent to VWSupplierManagement.com. The email should include a copy of the supplier’s current Certificate of Insurance as well as a list of the insurance levels that do not meet Vitamin World’s recommended levels. If the supplier believes that a specific type of insurance coverage area or level of coverage is not applicable to the

business relationship between supplier and Vitamin World this should also be explained as part of the email communication. Vitamin World will promptly review requests for insurance coverage exceptions on a case-by-case basis. Suppliers will be notified of the results of the review and will be required to comply with Vitamin World’s final decision in order to remain an approved supplier.

Insurance Coverage Area Minimum Limits

General Liability

Including contractual l iabi l i ty coverage on an occurrence basis

for bodi ly injury, death, “broad form” property damage, advertis ing injury and personal injury.

$1,000,000 per occurrence;

$1,000,000 Personal and Advertising Injury; $3,000,000 General Aggregate;

$100,000 - Damages to premises rented to you $10,000 – Medical payments any one person

Employer’s Liability

Employer’s Liability coverage for injury, disease and death. Bodi ly injury by accident - $1,000,000 each accident Bodi ly injury by disease - $1,000,000 pol icy limit

Bodi ly injury by disease - $1,000,000 each employee

Excess or Umbrella Coverage

Excess or Umbrel la Coverage $5,000,000 per occurrence; $5,000,000 aggregate

Product Liability

This can ei ther be included in the Genera l Liabi l i ty or via s tandalone pol icy. If Sel f Insured Retention is applicable, the

SIR should be noted on certi ficate and i f Cla ims Made this should be referenced as wel l (a l l Accord certs have a box for

Cla ims Made or Occurrence).

$3,000,000 per occurrence; $3,000,000 aggregate

Workers Compensation

Workers Compensation as required by law in the state where

services wi l l be performed. Statutory

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Conformance to our insurance coverage requirements, as applicable to the business relationship

between supplier and Vitamin World, is required to maintain your approved supplier status.

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Supplier Quality Questionnaire Vitamin World’s Quality Assurance organization requires that contract manufacturers and packagers complete our Supplier Quality Questionnaire as a requirement of doing business with Vitamin World, Inc.

In addition, a separate Quality Agreement will be provided detailing responsibilities as related to the manufacturing, in-process controls, documentation, rework/re-processing, testing and packaging of the product.

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Please note that the Vitamin World Supplier Quality Questionnaire is a stand-alone document

separate from this Guide.

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Exhibit A: Pallet Label

Supplier Name

Purchase Order #

Vitamin World Product#

Product Description

Manufacturer's Lot #

Expiration Date

Pallet # of


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Supplier Acknowledgement (Signature Required) As an authorized representative of my company, I acknowledge that I have read and understand Vitamin World’s expectations as well as the practices to be followed by suppliers as described within this Supplier Compliance Guide, and I have made no changes to this document from the version provided to me by Vitamin

World. I also understand that non-compliance to Vitamin World’s expectations and practices may result in the assessment of surcharges to my company as well as the potential loss of ‘approved’ supplier status with Vitamin World, Inc., and its affiliates.

Company (Supplier) Name:

Signature of Authorized Supplier Representative:

Printed Name:

Title:

Phone Number:

Email:

Date: If you have any questions/comments/concerns regarding this Supplier Compliance Guide, please feel free to reach out to our Supplier Management Office at VWSupplierManagement.com.

VITAMIN WORL SUPPLI R OMPLIAN GUI

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