Exhibit
10.65


 


A request for confidential
treatment has been made with respect to portions of the following document that
are marked with [*CONFIDENTIAL*].  The
redacted portions have been filed separately with the SEC.


 


First Amendment to the Agreement for Distribution of Products


 


The
Agreement for Distribution of Products dated September 26, 2006 between
Whole Foods Market Distribution, Inc., a Delaware corporation and United
Natural Foods, Inc., a Delaware corporation (the “Agreement”)
is hereby amended effective June 2, 2010 (the “Amendment
Date”).


 


All
terms not defined herein shall have the meaning set forth in the
Agreement.  The parties agree as follows:


 


1.             Section 1 is deleted in its entirety and replaced with the
following:


 


“1.           Term.  This Agreement shall have an initial term of
fourteen years (the “Term”)
commencing as of September 26, 2006 (the “Effective Date”).”


 


2.             Section 3(a) is
hereby deleted in its entirety and replaced with the following:


 


“(a)         The pricing terms set forth
in this Agreement will remain in effect as long as WFM uses UNFI as its “Primary Distributor.” 
WFM is deemed to have used UNFI as its Primary Distributor if the
following two conditions are met:  (i) each
WFM Region excluding [*CONFIDENTIAL*] and all WFM Stores outside the
continental United States) purchases [*CONFIDENTIAL*] in Products per “WFM Fiscal Year”  (as identified
on Exhibit A) as were purchased in [*CONFIDENTIAL*]; and (ii) if
[*CONFIDENTIAL*] of the aggregate dollar amount of Product purchases by all WFM
Stores (excluding [*CONFIDENTIAL*] and all WFM Stores outside the continental
United States) from wholesale natural grocery distributors during a WFM Fiscal
Year are made from UNFI Parties.  Orders
submitted to the UNFI Parties for Products that are out of stock (“OOS”) will be included in the calculation as purchases from
UNFI Parties for determining whether both (a)(i) and (a)(ii) have
been satisfied.  The following purchases
by WFM Stores are not considered to be purchases from a wholesale natural
grocery distributor and therefore will not be included in determining the
dollar amount of WFM Store product purchases for purposes of this Section 3(a)(ii):
(A) purchases by WFM Stores from WFM or any of its affiliates or
subsidiaries (collectively, the “WFM Parties”),
including, but not limited to, purchases from a WFM distribution center, (B) purchases
by WFM Store from the manufacturer of a product, (C) purchases by WFM
Stores from non natural grocery distributors including, but not limited to,
broad-line food service distributors, non-food distributors and specialty
distributors such as but not limited to cheese, produce, meat, seafood, or
alcoholic beverage distributors.  If at
any time UNFI believes that WFM has not satisfied the conditions set forth in Section 3(a)(i) or
3(a)(ii), UNFI will notify WFM in writing. 
WFM will have 3 WFM Periods from receipt of such notice to adjust
purchases to meet the requirements.  If
WFM fails to cure the noncompliance in 3 WFM Periods (calculated on a
consecutive 13 WFM Period basis) from the receipt of notice, UNFI’s sole remedy
will be to renegotiate the “Gross Profit Margin
Percent” identified on Exhibit B.”


 

















 


3.             Section 3 is amended to add the following as Section 3(e):


 


“(e)         The parties agree that if
UNFI purchases the assets or equity and/or otherwise assumes the rights and/or
obligations of any entity which, at the time of such purchase/assumption, is
providing products directly to WFM and/or acting as a distributor of other
parties’ products to WFM, then the following provisions shall apply during the
remainder of the term of this Agreement: (i) if the products being
supplied to WFM by such entity are the same or similar to the Products
currently being provided by UNFI to WFM, then WFM may choose to bring such
products under the definition of Products and require UNFI to sell such
products under the terms of this Agreement, including without limitation WFM’s
purchase obligations set forth in Section 3(a) and UNFI’s pricing
obligations set forth in Section 7(a) and (ii) if the products
being supplied to WFM by such entity are not the same or similar to the
Products currently being provided by UNFI to WFM, then UNFI and WFM may choose
to negotiate in good faith to include such products under the terms of this
Agreement, with such changes as may be necessary or appropriate due to the
nature of the products being included.”


 


4.             Section 6(e) is
deleted in its entirety and replaced with the following:


 


“(e)         WFM
Responsibility for Inventory.


 


(i)            Termination of
Private Label SKU or Control Label SKU.  Except for (x) Rejected Inventory, (y) inventory
that is out of date or damaged or in unacceptable condition due to UNFI’s acts
or omissions including, but not limited to, improper storage, improper
rotation, improper ordering, damage incurred during transportation by UNFI or
its designees or (z) missing, short or lost Product (shrink), if WFM
terminates a Private Label SKU or a Control Label SKU, WFM will be responsible
for and will reimburse UNFI for the applicable Private Label SKU or Control
Label SKU inventory held by UNFI not to exceed the greater of (i) a 90 day
supply based upon the WFM Locations’ past purchasing practices, or, if a new
Product, projections provided in writing by WFM, or (ii) the supplier’s
minimum order quantity.  If WFM instructs
UNFI to destroy a Private Label SKU or a Control Label SKU held in inventory,
UNFI will promptly arrange for the destruction of the applicable Products and
will promptly provide WFM with a certificate of destruction covering all applicable
Products.


 


(ii)           Overstock and
Short-Dated Private Label SKU or Control Label SKU.  Subject to Section 6(e)(i) and UNFI’s
compliance with the Code Date Policy, each party’s responsibility for
overstocks and short-dated Private Label SKUs and Control Label SKUs is set
forth on Exhibit H and is based on the amount of notice given to
WFM and the level of inventory held by UNFI not to exceed the greater of (x) a
90 day supply based upon the WFM Locations’ past purchasing practices, or, if a
new Product, projections provided in writing by WFM, or (y) the supplier’s
minimum order quantity.”


 


5.             The Agreement
is amended to add a Section 6(g) that reads as follows:


 


“(g)         [*CONFIDENTIAL*].   [*CONFIDENTIAL*].  All items that require breakdown or “fingerprinting”,
as defined in Exhibit J (“UNFI
Unloading Policy”) will be assessed


 

















 


the same fees as all other items received at UNFI, pursuant to UNFI’s
applicable fee schedules.  [*CONFIDENTIAL*]


 


6.             Section 7(a)(iii) is deleted in its
entirety and replaced with the following:


 


“(iii)        EDLC Program.   Certain Products will be included in a new
program known as the WFM Everyday Low Cost Program (the “EDLC Program”).  A Product will be included in the EDLC
Program if WFM and the Product supplier or manufacturer agrees upon an every
day low cost (an “EDLC Cost”) for
a Product that is resold by UNFI to WFM Locations (“EDLC
Products”).  If a bulk Product
meets the criteria set forth on Exhibit I, the bulk Product will be
included in the EDLC Program.  For EDLC
Products, the invoice price (the “EDLC Invoice Price”)
will equal [*CONFIDENTIAL*].  A Freight
Charge will not be applied to Products that include freight in the EDLC
Cost.  UNFI will report to the supplier
or manufacturer the applicable EDLC Product sales and deduct from or credit to
the supplier or manufacturer the appropriate EDLC reconciliation amount (the “EDLC Reconciliation Amount”).  The EDLC Reconciliation Amount will be equal
to [*CONFIDENTIAL*].  The parties will
work together to create forms and procedures to support the EDLC Program,
including, but not limited to, a WFM EDLC Reconciliation Process and a WFM EDLC
Program Form. WFM may change the amount of the [*CONFIDENTIAL*] at any time by
giving UNFI written notice.  The
foregoing change will be reflected in the next EDI cost files transmitted to
WFM and the new [*CONFIDENTIAL*] becomes effective at the start of the next
UNFI Pricing Period for such EDI cost files, not to exceed nine weeks.”


 


7.             Section 8(a) is deleted in its entirety
and replaced with the following:


 


“(a)         Purpose.  The parties acknowledge that UNFI may realize
income from sales of Products to WFM Locations through various means including,
but not limited to, (i) [*CONFIDENTIAL*] and (ii) [*CONFIDENTIAL*].
[*CONFIDENTIAL*].  UNFI represents to WFM
that it will not attempt to circumvent the intent of this Section 8.”


 


8.             The following
sentence is added to the end of Section 8(b):


 


[*CONFIDENTIAL*].


 


9.             The first
sentence of Section 8(c)(i)(y) is deleted in its entirety and
replaced with the following:


 


“Total Cost of Goods Sold” means [*CONFIDENTIAL*].


 


10.          The following language is added to the end of Section 8(d):


 


[*CONFIDENTIAL*].


 


11.          The sentence in Section 10(d) that reads:
[*CONFIDENTIAL*] is hereby deleted and replaced with the following:
[*CONFIDENTIAL*]


 

















 


12.          Section 12 is deleted in its entirety and
replaced with the following:


 


“12.        Fill Rate.              UNFI agrees to use
commercially reasonable efforts to maintain a “fill rate” for each UNFI DC of
at least [*CONFIDENTIAL*] meaning that [*CONFIDENTIAL*]  or more of Products ordered by WFM Locations
will be delivered on time and in good condition with the correct invoice and
selection of Products.  UNFI will provide
a report to WFM once a week by UNFI DC of the actual dollar amount of Product
filled and delivered on time by that UNFI DC and the dollar amount of the
Products that would have been filled and delivered if that UNFI DC had a 100%
fill rate.  UNFI guarantees a “Minimum
Fill Rate” of [*CONFIDENTIAL*] for each UNFI DC, excluding Products that are
unable to be procured because of events outside UNFI and UNFI’s supplier’s
reasonable control such as Acts of God, supplier strikes or national
emergencies (“Applicable Products”).  If
any given UNFI DC fails to meet the Minimum Fill Rate for [*CONFIDENTIAL*]
consecutive weeks, every week following until that UNFI DC meets the Minimum
Fill Rate for a week, UNFI will pay each WFM Location affected (i.e. serviced
by that UNFI DC) an amount equal to [*CONFIDENTIAL*] of the difference between
the [*CONFIDENTIAL*] times the dollar amount of Products ordered that week and
the dollar amount of the Products actually delivered pursuant to those orders (“Fill Rate Penalty Fee”).


 


For
example, if a UNFI DC fails to meet the Minimum Fill Rate for [*CONFIDENTIAL*]  weeks in a row, each WFM Location that placed
orders for Products from the UNFI DC that were due to be delivered during the
[*CONFIDENTIAL*]  week would be entitled
to a payment calculated as follows.  If
the dollar amount of Applicable Products received by the WFM Location from the
UNFI DC during week [*CONFIDENTIAL*] was $90,000 and there were $100,000 of
Products ordered in corresponding purchase orders that were due to be delivered
that week, the resulting fill rate would be [*CONFIDENTIAL*] for that WFM
Location for that week.  The difference
between the actual fill rate dollar amount that week ($90,000) and the Minimum
Fill Rate dollar amount [*CONFIDENTIAL*].  
UNFI would owe that WFM Location a payment equal to [*CONFIDENTIAL*].


 


13.          Section 13(a) is
deleted in its entirety and replaced with the following:


 


“(a)       Select Nutrition. If the total purchase price
of Select Nutrition Product ordered (including OOS products meets the
$[*CONFIDENTIAL*] minimum order amount, UNFI will ship the Select Nutrition
Products without a shipping fee. If WFM does not order the above minimum amount
of Select Nutrition Products, WFM will be charged the cost of shipping to be a
minimum of $[*CONFIDENTIAL*]. The new $[*CONFIDENTIAL*] minimum and effective
cost of freight charges imposed will not take place until 6 months after the
Amendment Date. Until such time the prevailing contract language and
$[*CONFIDENTIAL*] minimum will continue.”


 


14.          Section 15 is amended
to add the following as Section 15(f):


 

















 


“(f)          Promotions Administration.


 


(i)            Administration Activity.  [*CONFIDENTIAL*].


 


(ii)           Administration Fee.  [*CONFIDENTIAL*].


 


15.          Section 18(b) is
deleted in its entirety and replaced with the following:


 


“(b)         WFM Indemnity.  WFM
shall indemnify, defend and hold harmless UNFI and its parent, subsidiaries and
affiliates, together with their stockholders, general and limited partners,
members, managers, directors, officers, employees, agents, representatives,
successors and assigns from and against any and all Liabilities arising out of,
relating to or otherwise based upon (i) any actual or alleged violation by
WFM of any federal, state or local law, including any statute, ordinance,
administrative order, rule or regulation; (ii) any negligence or
willful misconduct of WFM or any of its employees or agents; (iii) the
breach or alleged breach of any term of this Agreement; (iv) WFM’s failure
to purchase UNFI’s Private Label SKU inventory and/or Control Label SKU
inventory on condition that UNFI is in compliance with Section 6 of the
Agreement and UNFI has no greater than (x) a 90 day supply of the Product
based upon the WFM Locations’ past purchasing practices, or, if a new Product,
projections provided in writing by WFM, or (y) the Product supplier’s
minimum order quantity; and (v) the employment, presence or activities of
WFM or its employee or contractor on any UNFI premises related to this
Agreement (including, but not limited to, all personal injury, wage and hour,
wrongful termination, harassment, discrimination, workers compensation,
disability, tort, strict liability or contract claims or demands).”


 


16.          Section 23(e) of
the Agreement is deleted in its entirety and replaced with the following:


 


“(e)         Amendment; Assignment;
Binding Effect.  This
Agreement may not be amended or modified except by a writing signed by an
authorized officer of each party specifically referencing this Agreement and
the intent to amend or modify.  It is
agreed that neither party shall transfer or assign this Agreement or any part
hereof or any right arising hereunder, by operation of law or otherwise,
without the prior written consent of the other party.  A “Change of Control”
shall be deemed to be an assignment for purposes of this Agreement.  Any purported assignment (including a Change of
Control) without consent shall be void and of no force or effect.  Subject to the foregoing, this Agreement
shall be binding on the respective parties and their permitted successors and
assigns.  A “Change of
Control” means (A) any transaction or series of related
transactions in which a party or group, acting in concert, acquires beneficial
ownership of more than 50% of the equity interests in a party or its direct or
indirect parent, or (B) a merger or consolidation of another entity with
or into a party or its direct or indirect parent, with the effect that any
third party becomes beneficial owner of more than 50% of the equity interests
of a party or its direct or indirect parent. 
Notwithstanding anything to the contrary stated above, WFM may assign this
Agreement to any direct or indirect affiliate (whether or not such assignment
results in a Change of Control) without obtaining the consent of UNFI.”


 


17.          The Agreement is amended to
add a Section 23(o) that reads as follows:


 

















 


“(o)         Third-Party Outsourcing.    UNFI shall not outsource any
internal functions or services that would result in a direct or indirect
pass-through charge to Product manufacturers or suppliers without the prior
written consent of WFM.  For example, third-party
transportation, customer service, IT and accounting.”


 


18.          The Agreement
is amended to add a Section 23(p) that reads as follows:


 


“(p)         Without the prior written
consent of WFM, UNFI shall not [*CONFIDENTIAL*] Nothing in this section shall
prevent UNFI from adjusting costs to reflect government mandates.


 


19.          Exhibit A is deleted in
its entirety and replaced with the attached Exhibit A.


 


20.          Exhibit B is deleted in
its entirety and replaced with the attached Exhibit B.


 


21.          Exhibit C is amended to
add the attached addendum for the Southern Pacific Region Stores located in the
state of Hawaii.


 


22.          This Amendment may be
executed in any number of counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument.
Fax, email and other electronic transmissions are considered originals for all
purposes.


 


23.          All other terms of the
Agreement shall remain in full force and effect


 


[Signature page follows]


 

















 


The
parties have entered into this First Amendment as of the date set forth in the
opening paragraph.


 


	
  Whole
  Foods Market Distribution, Inc.,

  	
   

  
	
  a
  Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Walter Robb

  	
   

  
	
   

  	
  Walter
  Robb, CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  United
  Natural Foods, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Steven L. Spinner

  	
   

  
	
   

  	
  Steven
  L. Spinner, President and CEO

  	
   

  



 














 


	
  Whole Foods Market

  	
  Exhibit A
  to First Amendment

  



 


Fiscal Period Calendar


 


	
  Period

  	
   

  	
  Week

  	
   

  	
  Fiscal 2006

  	
   

  	
  Fiscal 2007

  	
   

  	
  Fiscal 2008

  	
   

  	
  Fiscal 2009

  	
   

  	
  Fiscal 2010

  	
   

  	
  Fiscal 2011

  	
   

  
	
  1

  	
   

  	
  1

  	
   

  	
  10/02/05

  	
   

  	
  10/01/06

  	
   

  	
  10/07/07

  	
   

  	
  10/05/08

  	
   

  	
  10/04/09

  	
   

  	
  10/03/10

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
  10/09/05

  	
   

  	
  10/08/06

  	
   

  	
  10/14/07

  	
   

  	
  10/12/08

  	
   

  	
  10/11/09

  	
   

  	
  10/10/10

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
  10/16/05

  	
   

  	
  10/15/06

  	
   

  	
  10/21/07

  	
   

  	
  10/19/08

  	
   

  	
  10/18/09

  	
   

  	
  10/17/10

  	
   

  
	
   

  	
   

  	
  4

  	
   

  	
  10/23/05

  	
   

  	
  10/22/06

  	
   

  	
  10/28/07

  	
   

  	
  10/26/08

  	
   

  	
  10/25/09

  	
   

  	
  10/24/10

  	
   

  
	
  2

  	
   

  	
  5

  	
   

  	
  10/30/05

  	
   

  	
  10/29/06

  	
   

  	
  11/04/07

  	
   

  	
  11/02/08

  	
   

  	
  11/01/09

  	
   

  	
  10/31/10

  	
   

  
	
   

  	
   

  	
  6

  	
   

  	
  11/06/05

  	
   

  	
  11/05/06

  	
   

  	
  11/11/07

  	
   

  	
  11/09/08

  	
   

  	
  11/08/09

  	
   

  	
  11/07/10

  	
   

  
	
   

  	
   

  	
  7

  	
   

  	
  11/13/05

  	
   

  	
  11/12/06

  	
   

  	
  11/18/07

  	
   

  	
  11/16/08

  	
   

  	
  11/15/09

  	
   

  	
  11/14/10

  	
   

  
	
   

  	
   

  	
  8

  	
   

  	
  11/20/05

  	
   

  	
  11/19/06

  	
   

  	
  11/25/07

  	
   

  	
  11/23/08

  	
   

  	
  11/22/09

  	
   

  	
  11/21/10

  	
   

  
	
  3

  	
   

  	
  9

  	
   

  	
  11/27/05

  	
   

  	
  11/26/06

  	
   

  	
  12/02/07

  	
   

  	
  11/30/08

  	
   

  	
  11/29/09

  	
   

  	
  11/28/10

  	
   

  
	
   

  	
   

  	
  10

  	
   

  	
  12/04/05

  	
   

  	
  12/03/06

  	
   

  	
  12/09/07

  	
   

  	
  12/07/08

  	
   

  	
  12/06/09

  	
   

  	
  12/05/10

  	
   

  
	
   

  	
   

  	
  11

  	
   

  	
  12/11/05

  	
   

  	
  12/10/06

  	
   

  	
  12/16/07

  	
   

  	
  12/14/08

  	
   

  	
  12/13/09

  	
   

  	
  12/12/10

  	
   

  
	
   

  	
   

  	
  12

  	
   

  	
  12/18/05

  	
   

  	
  12/17/06

  	
   

  	
  12/23/07

  	
   

  	
  12/21/08

  	
   

  	
  12/20/09

  	
   

  	
  12/19/10

  	
   

  
	
  4

  	
   

  	
  13

  	
   

  	
  12/25/05

  	
   

  	
  12/24/06

  	
   

  	
  12/30/07

  	
   

  	
  12/28/08

  	
   

  	
  12/27/09

  	
   

  	
  12/26/10

  	
   

  
	
   

  	
   

  	
  14

  	
   

  	
  01/01/06

  	
   

  	
  12/31/06

  	
   

  	
  01/06/08

  	
   

  	
  01/04/09

  	
   

  	
  01/03/10

  	
   

  	
  01/02/11

  	
   

  
	
   

  	
   

  	
  15

  	
   

  	
  01/08/06

  	
   

  	
  01/07/07

  	
   

  	
  01/13/08

  	
   

  	
  01/11/09

  	
   

  	
  01/10/10

  	
   

  	
  01/09/11

  	
   

  
	
  1st Qtr

  	
   

  	
  16

  	
   

  	
  01/15/06

  	
   

  	
  01/14/07

  	
   

  	
  01/20/08

  	
   

  	
  01/18/09

  	
   

  	
  01/17/10

  	
   

  	
  01/16/11

  	
   

  
	
  5

  	
   

  	
  17

  	
   

  	
  01/22/06

  	
   

  	
  01/21/07

  	
   

  	
  01/27/08

  	
   

  	
  01/25/09

  	
   

  	
  01/24/10

  	
   

  	
  01/23/11

  	
   

  
	
   

  	
   

  	
  18

  	
   

  	
  01/29/06

  	
   

  	
  01/28/07

  	
   

  	
  02/03/08

  	
   

  	
  02/01/09

  	
   

  	
  01/31/10

  	
   

  	
  01/30/11

  	
   

  
	
   

  	
   

  	
  19

  	
   

  	
  02/05/06

  	
   

  	
  02/04/07

  	
   

  	
  02/10/08

  	
   

  	
  02/08/09

  	
   

  	
  02/07/10

  	
   

  	
  02/06/11

  	
   

  
	
   

  	
   

  	
  20

  	
   

  	
  02/12/06

  	
   

  	
  02/11/07

  	
   

  	
  02/17/08

  	
   

  	
  02/15/09

  	
   

  	
  02/14/10

  	
   

  	
  02/13/11

  	
   

  
	
  6

  	
   

  	
  21

  	
   

  	
  02/19/06

  	
   

  	
  02/18/07

  	
   

  	
  02/24/08

  	
   

  	
  02/22/09

  	
   

  	
  02/21/10

  	
   

  	
  02/20/11

  	
   

  
	
   

  	
   

  	
  22

  	
   

  	
  02/26/06

  	
   

  	
  02/25/07

  	
   

  	
  03/02/08

  	
   

  	
  03/01/09

  	
   

  	
  02/28/10

  	
   

  	
  02/27/11

  	
   

  
	
   

  	
   

  	
  23

  	
   

  	
  03/05/06

  	
   

  	
  03/04/07

  	
   

  	
  03/09/08

  	
   

  	
  03/08/09

  	
   

  	
  03/07/10

  	
   

  	
  03/06/11

  	
   

  
	
   

  	
   

  	
  24

  	
   

  	
  03/12/06

  	
   

  	
  03/11/07

  	
   

  	
  03/16/08

  	
   

  	
  03/15/09

  	
   

  	
  03/14/10

  	
   

  	
  03/13/11

  	
   

  
	
  7

  	
   

  	
  25

  	
   

  	
  03/19/06

  	
   

  	
  03/18/07

  	
   

  	
  03/23/08

  	
   

  	
  03/22/09

  	
   

  	
  03/21/10

  	
   

  	
  03/20/11

  	
   

  
	
   

  	
   

  	
  26

  	
   

  	
  03/26/06

  	
   

  	
  03/25/07

  	
   

  	
  03/30/08

  	
   

  	
  03/29/09

  	
   

  	
  03/28/10

  	
   

  	
  03/27/11

  	
   

  
	
   

  	
   

  	
  27

  	
   

  	
  04/02/06

  	
   

  	
  04/01/07

  	
   

  	
  04/06/08

  	
   

  	
  04/05/09

  	
   

  	
  04/04/10

  	
   

  	
  04/03/11

  	
   

  
	
  2nd Qtr

  	
   

  	
  28

  	
   

  	
  04/09/06

  	
   

  	
  04/08/07

  	
   

  	
  04/13/08

  	
   

  	
  04/12/09

  	
   

  	
  04/11/10

  	
   

  	
  04/10/11

  	
   

  
	
  8

  	
   

  	
  29

  	
   

  	
  04/16/06

  	
   

  	
  04/15/07

  	
   

  	
  04/20/08

  	
   

  	
  04/19/09

  	
   

  	
  04/18/10

  	
   

  	
  04/17/11

  	
   

  
	
   

  	
   

  	
  30

  	
   

  	
  04/23/06

  	
   

  	
  04/22/07

  	
   

  	
  04/27/08

  	
   

  	
  04/26/09

  	
   

  	
  04/25/10

  	
   

  	
  04/24/11

  	
   

  
	
   

  	
   

  	
  31

  	
   

  	
  04/30/06

  	
   

  	
  04/29/07

  	
   

  	
  05/04/08

  	
   

  	
  05/03/09

  	
   

  	
  05/02/10

  	
   

  	
  05/01/11

  	
   

  
	
   

  	
   

  	
  32

  	
   

  	
  05/07/06

  	
   

  	
  05/06/07

  	
   

  	
  05/11/08

  	
   

  	
  05/10/09

  	
   

  	
  05/09/10

  	
   

  	
  05/08/11

  	
   

  
	
  9

  	
   

  	
  33

  	
   

  	
  05/14/06

  	
   

  	
  05/13/07

  	
   

  	
  05/18/08

  	
   

  	
  05/17/09

  	
   

  	
  05/16/10

  	
   

  	
  05/15/11

  	
   

  
	
   

  	
   

  	
  34

  	
   

  	
  05/21/06

  	
   

  	
  05/20/07

  	
   

  	
  05/25/08

  	
   

  	
  05/24/09

  	
   

  	
  05/23/10

  	
   

  	
  05/22/11

  	
   

  
	
   

  	
   

  	
  35

  	
   

  	
  05/28/06

  	
   

  	
  05/27/07

  	
   

  	
  06/01/08

  	
   

  	
  05/31/09

  	
   

  	
  05/30/10

  	
   

  	
  05/29/11

  	
   

  
	
   

  	
   

  	
  36

  	
   

  	
  06/04/06

  	
   

  	
  06/03/07

  	
   

  	
  06/08/08

  	
   

  	
  06/07/09

  	
   

  	
  06/06/10

  	
   

  	
  06/05/11

  	
   

  
	
  10

  	
   

  	
  37

  	
   

  	
  06/11/06

  	
   

  	
  06/10/07

  	
   

  	
  06/15/08

  	
   

  	
  06/14/09

  	
   

  	
  06/13/10

  	
   

  	
  06/12/11

  	
   

  
	
   

  	
   

  	
  38

  	
   

  	
  06/18/06

  	
   

  	
  06/17/07

  	
   

  	
  06/22/08

  	
   

  	
  06/21/09

  	
   

  	
  06/20/10

  	
   

  	
  06/19/11

  	
   

  
	
   

  	
   

  	
  39

  	
   

  	
  06/25/06

  	
   

  	
  06/24/07

  	
   

  	
  06/29/08

  	
   

  	
  06/28/09

  	
   

  	
  06/27/10

  	
   

  	
  06/26/11

  	
   

  
	
  3rd Qtr

  	
   

  	
  40

  	
   

  	
  07/02/06

  	
   

  	
  07/01/07

  	
   

  	
  07/06/08

  	
   

  	
  07/05/09

  	
   

  	
  07/04/10

  	
   

  	
  07/03/11

  	
   

  
	
  11

  	
   

  	
  41

  	
   

  	
  07/09/06

  	
   

  	
  07/08/07

  	
   

  	
  07/13/08

  	
   

  	
  07/12/09

  	
   

  	
  07/11/10

  	
   

  	
  07/10/11

  	
   

  
	
   

  	
   

  	
  42

  	
   

  	
  07/16/06

  	
   

  	
  07/15/07

  	
   

  	
  07/20/08

  	
   

  	
  07/19/09

  	
   

  	
  07/18/10

  	
   

  	
  07/17/11

  	
   

  
	
   

  	
   

  	
  43

  	
   

  	
  07/23/06

  	
   

  	
  07/22/07

  	
   

  	
  07/27/08

  	
   

  	
  07/26/09

  	
   

  	
  07/25/10

  	
   

  	
  07/24/11

  	
   

  
	
   

  	
   

  	
  44

  	
   

  	
  07/30/06

  	
   

  	
  07/29/07

  	
   

  	
  08/03/08

  	
   

  	
  08/02/09

  	
   

  	
  08/01/10

  	
   

  	
  07/31/11

  	
   

  
	
  12

  	
   

  	
  45

  	
   

  	
  08/06/06

  	
   

  	
  08/05/07

  	
   

  	
  08/10/08

  	
   

  	
  08/09/09

  	
   

  	
  08/08/10

  	
   

  	
  08/07/11

  	
   

  
	
   

  	
   

  	
  46

  	
   

  	
  08/13/06

  	
   

  	
  08/12/07

  	
   

  	
  08/17/08

  	
   

  	
  08/16/09

  	
   

  	
  08/15/10

  	
   

  	
  08/14/11

  	
   

  
	
   

  	
   

  	
  47

  	
   

  	
  08/20/06

  	
   

  	
  08/19/07

  	
   

  	
  08/24/08

  	
   

  	
  08/23/09

  	
   

  	
  08/22/10

  	
   

  	
  08/21/11

  	
   

  
	
   

  	
   

  	
  48

  	
   

  	
  08/27/06

  	
   

  	
  08/26/07

  	
   

  	
  08/31/08

  	
   

  	
  08/30/09

  	
   

  	
  08/29/10

  	
   

  	
  08/28/11

  	
   

  
	
  13

  	
   

  	
  49

  	
   

  	
  09/03/06

  	
   

  	
  09/02/07

  	
   

  	
  09/07/08

  	
   

  	
  09/06/09

  	
   

  	
  09/05/10

  	
   

  	
  09/04/11

  	
   

  
	
   

  	
   

  	
  50

  	
   

  	
  09/10/06

  	
   

  	
  09/09/07

  	
   

  	
  09/14/08

  	
   

  	
  09/13/09

  	
   

  	
  09/12/10

  	
   

  	
  09/11/11

  	
   

  
	
   

  	
   

  	
  51

  	
   

  	
  09/17/06

  	
   

  	
  09/16/07

  	
   

  	
  09/21/08

  	
   

  	
  09/20/09

  	
   

  	
  09/19/10

  	
   

  	
  09/18/11

  	
   

  
	
  4th

  	
   

  	
  52

  	
   

  	
  09/24/06

  	
   

  	
  09/23/07

  	
   

  	
  09/28/08

  	
   

  	
  09/27/09

  	
   

  	
  09/26/10

  	
   

  	
  09/25/11

  	
   

  
	
  Qtr

  	
   

  	
  53

  	
   

  	
   

  	
   

  	
  09/30/07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Whole Foods Market


 


Fiscal Period Calendar


 


	
  Period

  	
   

  	
  Week

  	
   

  	
  Fiscal 2012

  	
   

  	
  Fiscal 2013

  	
   

  	
  Fiscal 2014

  	
   

  	
  Fiscal 2015

  	
   

  	
  Fiscal 2016

  	
   

  	
  Fiscal 2017

  	
   

  
	
  1

  	
   

  	
  1

  	
   

  	
  10/02/11

  	
   

  	
  10/07/12

  	
   

  	
  10/06/13

  	
   

  	
  10/05/14

  	
   

  	
  10/04/15

  	
   

  	
  10/02/16

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
  10/09/11

  	
   

  	
  10/14/12

  	
   

  	
  10/13/13

  	
   

  	
  10/12/14

  	
   

  	
  10/11/15

  	
   

  	
  10/09/16

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
  10/16/11

  	
   

  	
  10/21/12

  	
   

  	
  10/20/13

  	
   

  	
  10/19/14

  	
   

  	
  10/18/15

  	
   

  	
  10/16/16

  	
   

  
	
   

  	
   

  	
  4

  	
   

  	
  10/23/11

  	
   

  	
  10/28/12

  	
   

  	
  10/27/13

  	
   

  	
  10/26/14

  	
   

  	
  10/25/15

  	
   

  	
  10/23/16

  	
   

  
	
  2

  	
   

  	
  5

  	
   

  	
  10/30/11

  	
   

  	
  11/04/12

  	
   

  	
  11/03/13

  	
   

  	
  11/02/14

  	
   

  	
  11/01/15

  	
   

  	
  10/30/16

  	
   

  
	
   

  	
   

  	
  6

  	
   

  	
  11/06/11

  	
   

  	
  11/11/12

  	
   

  	
  11/10/13

  	
   

  	
  11/09/14

  	
   

  	
  11/08/15

  	
   

  	
  11/06/16

  	
   

  
	
   

  	
   

  	
  7

  	
   

  	
  11/13/11

  	
   

  	
  11/18/12

  	
   

  	
  11/17/13

  	
   

  	
  11/16/14

  	
   

  	
  11/15/15

  	
   

  	
  11/13/16

  	
   

  
	
   

  	
   

  	
  8

  	
   

  	
  11/20/11

  	
   

  	
  11/25/12

  	
   

  	
  11/24/13

  	
   

  	
  11/23/14

  	
   

  	
  11/22/15

  	
   

  	
  11/20/16

  	
   

  
	
  3

  	
   

  	
  9

  	
   

  	
  11/27/11

  	
   

  	
  12/02/12

  	
   

  	
  12/01/13

  	
   

  	
  11/30/14

  	
   

  	
  11/29/15

  	
   

  	
  11/27/16

  	
   

  
	
   

  	
   

  	
  10

  	
   

  	
  12/04/11

  	
   

  	
  12/09/12

  	
   

  	
  12/08/13

  	
   

  	
  12/07/14

  	
   

  	
  12/06/15

  	
   

  	
  12/04/16

  	
   

  
	
   

  	
   

  	
  11

  	
   

  	
  12/11/11

  	
   

  	
  12/16/12

  	
   

  	
  12/15/13

  	
   

  	
  12/14/14

  	
   

  	
  12/13/15

  	
   

  	
  12/11/16

  	
   

  
	
   

  	
   

  	
  12

  	
   

  	
  12/18/11

  	
   

  	
  12/23/12

  	
   

  	
  12/22/13

  	
   

  	
  12/21/14

  	
   

  	
  12/20/15

  	
   

  	
  12/18/16

  	
   

  
	
  4

  	
   

  	
  13

  	
   

  	
  12/25/11

  	
   

  	
  12/30/12

  	
   

  	
  12/29/13

  	
   

  	
  12/28/14

  	
   

  	
  12/27/15

  	
   

  	
  12/25/16

  	
   

  
	
   

  	
   

  	
  14

  	
   

  	
  01/01/12

  	
   

  	
  01/06/13

  	
   

  	
  01/05/14

  	
   

  	
  01/04/15

  	
   

  	
  01/03/16

  	
   

  	
  01/01/17

  	
   

  
	
   

  	
   

  	
  15

  	
   

  	
  01/08/12

  	
   

  	
  01/13/13

  	
   

  	
  01/12/14

  	
   

  	
  01/11/15

  	
   

  	
  01/10/16

  	
   

  	
  01/08/17

  	
   

  
	
  1st Qtr

  	
   

  	
  16

  	
   

  	
  01/15/12

  	
   

  	
  01/20/13

  	
   

  	
  01/19/14

  	
   

  	
  01/18/15

  	
   

  	
  01/17/16

  	
   

  	
  01/15/17

  	
   

  
	
  5

  	
   

  	
  17

  	
   

  	
  01/22/12

  	
   

  	
  01/27/13

  	
   

  	
  01/26/14

  	
   

  	
  01/25/15

  	
   

  	
  01/24/16

  	
   

  	
  01/22/17

  	
   

  
	
   

  	
   

  	
  18

  	
   

  	
  01/29/12

  	
   

  	
  02/03/13

  	
   

  	
  02/02/14

  	
   

  	
  02/01/15

  	
   

  	
  01/31/16

  	
   

  	
  01/29/17

  	
   

  
	
   

  	
   

  	
  19

  	
   

  	
  02/05/12

  	
   

  	
  02/10/13

  	
   

  	
  02/09/14

  	
   

  	
  02/08/15

  	
   

  	
  02/07/16

  	
   

  	
  02/05/17

  	
   

  
	
   

  	
   

  	
  20

  	
   

  	
  02/12/12

  	
   

  	
  02/17/13

  	
   

  	
  02/16/14

  	
   

  	
  02/15/15

  	
   

  	
  02/14/16

  	
   

  	
  02/12/17

  	
   

  
	
  6

  	
   

  	
  21

  	
   

  	
  02/19/12

  	
   

  	
  02/24/13

  	
   

  	
  02/23/14

  	
   

  	
  02/22/15

  	
   

  	
  02/21/16

  	
   

  	
  02/19/17

  	
   

  
	
   

  	
   

  	
  22

  	
   

  	
  02/26/12

  	
   

  	
  03/03/13

  	
   

  	
  03/02/14

  	
   

  	
  03/01/15

  	
   

  	
  02/28/16

  	
   

  	
  02/26/17

  	
   

  
	
   

  	
   

  	
  23

  	
   

  	
  03/04/12

  	
   

  	
  03/10/13

  	
   

  	
  03/09/14

  	
   

  	
  03/08/15

  	
   

  	
  03/06/16

  	
   

  	
  03/05/17

  	
   

  
	
   

  	
   

  	
  24

  	
   

  	
  03/11/12

  	
   

  	
  03/17/13

  	
   

  	
  03/16/14

  	
   

  	
  03/15/15

  	
   

  	
  03/13/16

  	
   

  	
  03/12/17

  	
   

  
	
  7

  	
   

  	
  25

  	
   

  	
  03/18/12

  	
   

  	
  03/24/13

  	
   

  	
  03/23/14

  	
   

  	
  03/22/15

  	
   

  	
  03/20/16

  	
   

  	
  03/19/17

  	
   

  
	
   

  	
   

  	
  26

  	
   

  	
  03/25/12

  	
   

  	
  03/31/13

  	
   

  	
  03/30/14

  	
   

  	
  03/29/15

  	
   

  	
  03/27/16

  	
   

  	
  03/26/17

  	
   

  
	
   

  	
   

  	
  27

  	
   

  	
  04/01/12

  	
   

  	
  04/07/13

  	
   

  	
  04/06/14

  	
   

  	
  04/05/15

  	
   

  	
  04/03/16

  	
   

  	
  04/02/17

  	
   

  
	
  2nd Qtr

  	
   

  	
  28

  	
   

  	
  04/08/12

  	
   

  	
  04/14/13

  	
   

  	
  04/13/14

  	
   

  	
  04/12/15

  	
   

  	
  04/10/16

  	
   

  	
  04/09/17

  	
   

  
	
  8

  	
   

  	
  29

  	
   

  	
  04/15/12

  	
   

  	
  04/21/13

  	
   

  	
  04/20/14

  	
   

  	
  04/19/15

  	
   

  	
  04/17/16

  	
   

  	
  04/16/17

  	
   

  
	
   

  	
   

  	
  30

  	
   

  	
  04/22/12

  	
   

  	
  04/28/13

  	
   

  	
  04/27/14

  	
   

  	
  04/26/15

  	
   

  	
  04/24/16

  	
   

  	
  04/23/17

  	
   

  
	
   

  	
   

  	
  31

  	
   

  	
  04/29/12

  	
   

  	
  05/05/13

  	
   

  	
  05/04/14

  	
   

  	
  05/03/15

  	
   

  	
  05/01/16

  	
   

  	
  04/30/17

  	
   

  
	
   

  	
   

  	
  32

  	
   

  	
  05/06/12

  	
   

  	
  05/12/13

  	
   

  	
  05/11/14

  	
   

  	
  05/10/15

  	
   

  	
  05/08/16

  	
   

  	
  05/07/17

  	
   

  
	
  9

  	
   

  	
  33

  	
   

  	
  05/13/12

  	
   

  	
  05/19/13

  	
   

  	
  05/18/14

  	
   

  	
  05/17/15

  	
   

  	
  05/15/16

  	
   

  	
  05/14/17

  	
   

  
	
   

  	
   

  	
  34

  	
   

  	
  05/20/12

  	
   

  	
  05/26/13

  	
   

  	
  05/25/14

  	
   

  	
  05/24/15

  	
   

  	
  05/22/16

  	
   

  	
  05/21/17

  	
   

  
	
   

  	
   

  	
  35

  	
   

  	
  05/27/12

  	
   

  	
  06/02/13

  	
   

  	
  06/01/14

  	
   

  	
  05/31/15

  	
   

  	
  05/29/16

  	
   

  	
  05/28/17

  	
   

  
	
   

  	
   

  	
  36

  	
   

  	
  06/03/12

  	
   

  	
  06/09/13

  	
   

  	
  06/08/14

  	
   

  	
  06/07/15

  	
   

  	
  06/05/16

  	
   

  	
  06/04/17

  	
   

  
	
  10

  	
   

  	
  37

  	
   

  	
  06/10/12

  	
   

  	
  06/16/13

  	
   

  	
  06/15/14

  	
   

  	
  06/14/15

  	
   

  	
  06/12/16

  	
   

  	
  06/11/17

  	
   

  
	
   

  	
   

  	
  38

  	
   

  	
  06/17/12

  	
   

  	
  06/23/13

  	
   

  	
  06/22/14

  	
   

  	
  06/21/15

  	
   

  	
  06/19/16

  	
   

  	
  06/18/17

  	
   

  
	
   

  	
   

  	
  39

  	
   

  	
  06/24/12

  	
   

  	
  06/30/13

  	
   

  	
  06/29/14

  	
   

  	
  06/28/15

  	
   

  	
  06/26/16

  	
   

  	
  06/25/17

  	
   

  
	
  3rd Qtr

  	
   

  	
  40

  	
   

  	
  07/01/12

  	
   

  	
  07/07/13

  	
   

  	
  07/06/14

  	
   

  	
  07/05/15

  	
   

  	
  07/03/16

  	
   

  	
  07/02/17

  	
   

  
	
  11

  	
   

  	
  41

  	
   

  	
  07/08/12

  	
   

  	
  07/14/13

  	
   

  	
  07/13/14

  	
   

  	
  07/12/15

  	
   

  	
  07/10/16

  	
   

  	
  07/09/17

  	
   

  
	
   

  	
   

  	
  42

  	
   

  	
  07/15/12

  	
   

  	
  07/21/13

  	
   

  	
  07/20/14

  	
   

  	
  07/19/15

  	
   

  	
  07/17/16

  	
   

  	
  07/16/17

  	
   

  
	
   

  	
   

  	
  43

  	
   

  	
  07/22/12

  	
   

  	
  07/28/13

  	
   

  	
  07/27/14

  	
   

  	
  07/26/15

  	
   

  	
  07/24/16

  	
   

  	
  07/23/17

  	
   

  
	
   

  	
   

  	
  44

  	
   

  	
  07/29/12

  	
   

  	
  08/04/13

  	
   

  	
  08/03/14

  	
   

  	
  08/02/15

  	
   

  	
  07/31/16

  	
   

  	
  07/30/17

  	
   

  
	
  12

  	
   

  	
  45

  	
   

  	
  08/05/12

  	
   

  	
  08/11/13

  	
   

  	
  08/10/14

  	
   

  	
  08/09/15

  	
   

  	
  08/07/16

  	
   

  	
  08/06/17

  	
   

  
	
   

  	
   

  	
  46

  	
   

  	
  08/12/12

  	
   

  	
  08/18/13

  	
   

  	
  08/17/14

  	
   

  	
  08/16/15

  	
   

  	
  08/14/16

  	
   

  	
  08/13/17

  	
   

  
	
   

  	
   

  	
  47

  	
   

  	
  08/19/12

  	
   

  	
  08/25/13

  	
   

  	
  08/24/14

  	
   

  	
  08/23/15

  	
   

  	
  08/21/16

  	
   

  	
  08/20/17

  	
   

  
	
   

  	
   

  	
  48

  	
   

  	
  08/26/12

  	
   

  	
  09/01/13

  	
   

  	
  08/31/14

  	
   

  	
  08/30/15

  	
   

  	
  08/28/16

  	
   

  	
  08/27/17

  	
   

  
	
  13

  	
   

  	
  49

  	
   

  	
  09/02/12

  	
   

  	
  09/08/13

  	
   

  	
  09/07/14

  	
   

  	
  09/06/15

  	
   

  	
  09/04/16

  	
   

  	
  09/03/17

  	
   

  
	
   

  	
   

  	
  50

  	
   

  	
  09/09/12

  	
   

  	
  09/15/13

  	
   

  	
  09/14/14

  	
   

  	
  09/13/15

  	
   

  	
  09/11/16

  	
   

  	
  09/10/17

  	
   

  
	
   

  	
   

  	
  51

  	
   

  	
  09/16/12

  	
   

  	
  09/22/13

  	
   

  	
  09/21/14

  	
   

  	
  09/20/15

  	
   

  	
  09/18/16

  	
   

  	
  09/17/17

  	
   

  
	
  4th

  	
   

  	
  52

  	
   

  	
  09/23/12

  	
   

  	
  09/29/13

  	
   

  	
  09/28/14

  	
   

  	
  09/27/15

  	
   

  	
  09/25/16

  	
   

  	
  09/24/17

  	
   

  
	
  Qtr

  	
   

  	
  53

  	
   

  	
  09/30/12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Whole Foods Market


 


Fiscal Period Calendar


 


	
  Period

  	
   

  	
  Week

  	
   

  	
  Fiscal 2018

  	
   

  	
  Fiscal 2019

  	
   

  	
  Fiscal 2020

  	
   

  	
  Fiscal 2021

  	
   

  
	
  1

  	
   

  	
  1

  	
   

  	
  10/01/17

  	
   

  	
  10/07/18

  	
   

  	
  10/06/19

  	
   

  	
  10/04/20

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
  10/08/17

  	
   

  	
  10/14/18

  	
   

  	
  10/13/19

  	
   

  	
  10/11/20

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
  10/15/17

  	
   

  	
  10/21/18

  	
   

  	
  10/20/19

  	
   

  	
  10/18/20

  	
   

  
	
   

  	
   

  	
  4

  	
   

  	
  10/22/17

  	
   

  	
  10/28/18

  	
   

  	
  10/27/19

  	
   

  	
  10/25/20

  	
   

  
	
  2

  	
   

  	
  5

  	
   

  	
  10/29/17

  	
   

  	
  11/04/18

  	
   

  	
  11/03/19

  	
   

  	
  11/01/20

  	
   

  
	
   

  	
   

  	
  6

  	
   

  	
  11/05/17

  	
   

  	
  11/11/18

  	
   

  	
  11/10/19

  	
   

  	
  11/08/20

  	
   

  
	
   

  	
   

  	
  7

  	
   

  	
  11/12/17

  	
   

  	
  11/18/18

  	
   

  	
  11/17/19

  	
   

  	
  11/15/20

  	
   

  
	
   

  	
   

  	
  8

  	
   

  	
  11/19/17

  	
   

  	
  11/25/18

  	
   

  	
  11/24/19

  	
   

  	
  11/22/20

  	
   

  
	
  3

  	
   

  	
  9

  	
   

  	
  11/26/17

  	
   

  	
  12/02/18

  	
   

  	
  12/01/19

  	
   

  	
  11/29/20

  	
   

  
	
   

  	
   

  	
  10

  	
   

  	
  12/03/17

  	
   

  	
  12/09/18

  	
   

  	
  12/08/19

  	
   

  	
  12/06/20

  	
   

  
	
   

  	
   

  	
  11

  	
   

  	
  12/10/17

  	
   

  	
  12/16/18

  	
   

  	
  12/15/19

  	
   

  	
  12/13/20

  	
   

  
	
   

  	
   

  	
  12

  	
   

  	
  12/17/17

  	
   

  	
  12/23/18

  	
   

  	
  12/22/19

  	
   

  	
  12/20/20

  	
   

  
	
  4

  	
   

  	
  13

  	
   

  	
  12/24/17

  	
   

  	
  12/30/18

  	
   

  	
  12/29/19

  	
   

  	
  12/27/20

  	
   

  
	
   

  	
   

  	
  14

  	
   

  	
  12/31/17

  	
   

  	
  01/06/19

  	
   

  	
  01/05/20

  	
   

  	
  01/03/21

  	
   

  
	
   

  	
   

  	
  15

  	
   

  	
  01/07/18

  	
   

  	
  01/13/19

  	
   

  	
  01/12/20

  	
   

  	
  01/10/21

  	
   

  
	
  1st Qtr

  	
   

  	
  16

  	
   

  	
  01/14/18

  	
   

  	
  01/20/19

  	
   

  	
  01/19/20

  	
   

  	
  01/17/21

  	
   

  
	
  5

  	
   

  	
  17

  	
   

  	
  01/21/18

  	
   

  	
  01/27/19

  	
   

  	
  01/26/20

  	
   

  	
  01/24/21

  	
   

  
	
   

  	
   

  	
  18

  	
   

  	
  01/28/18

  	
   

  	
  02/03/19

  	
   

  	
  02/02/20

  	
   

  	
  01/31/21

  	
   

  
	
   

  	
   

  	
  19

  	
   

  	
  02/04/18

  	
   

  	
  02/10/19

  	
   

  	
  02/09/20

  	
   

  	
  02/07/21

  	
   

  
	
   

  	
   

  	
  20

  	
   

  	
  02/11/18

  	
   

  	
  02/17/19

  	
   

  	
  02/16/20

  	
   

  	
  02/14/21

  	
   

  
	
  6

  	
   

  	
  21

  	
   

  	
  02/18/18

  	
   

  	
  02/24/19

  	
   

  	
  02/23/20

  	
   

  	
  02/21/21

  	
   

  
	
   

  	
   

  	
  22

  	
   

  	
  02/25/18

  	
   

  	
  03/03/19

  	
   

  	
  03/01/20

  	
   

  	
  02/28/21

  	
   

  
	
   

  	
   

  	
  23

  	
   

  	
  03/04/18

  	
   

  	
  03/10/19

  	
   

  	
  03/08/20

  	
   

  	
  03/07/21

  	
   

  
	
   

  	
   

  	
  24

  	
   

  	
  03/11/18

  	
   

  	
  03/17/19

  	
   

  	
  03/15/20

  	
   

  	
  03/14/21

  	
   

  
	
  7

  	
   

  	
  25

  	
   

  	
  03/18/18

  	
   

  	
  03/24/19

  	
   

  	
  03/22/20

  	
   

  	
  03/21/21

  	
   

  
	
   

  	
   

  	
  26

  	
   

  	
  03/25/18

  	
   

  	
  03/31/19

  	
   

  	
  03/29/20

  	
   

  	
  03/28/21

  	
   

  
	
   

  	
   

  	
  27

  	
   

  	
  04/01/18

  	
   

  	
  04/07/19

  	
   

  	
  04/05/20

  	
   

  	
  04/04/21

  	
   

  
	
  2nd Qtr

  	
   

  	
  28

  	
   

  	
  04/08/18

  	
   

  	
  04/14/19

  	
   

  	
  04/12/20

  	
   

  	
  04/11/21

  	
   

  
	
  8

  	
   

  	
  29

  	
   

  	
  04/15/18

  	
   

  	
  04/21/19

  	
   

  	
  04/19/20

  	
   

  	
  04/18/21

  	
   

  
	
   

  	
   

  	
  30

  	
   

  	
  04/22/18

  	
   

  	
  04/28/19

  	
   

  	
  04/26/20

  	
   

  	
  04/25/21

  	
   

  
	
   

  	
   

  	
  31

  	
   

  	
  04/29/18

  	
   

  	
  05/05/19

  	
   

  	
  05/03/20

  	
   

  	
  05/02/21

  	
   

  
	
   

  	
   

  	
  32

  	
   

  	
  05/06/18

  	
   

  	
  05/12/19

  	
   

  	
  05/10/20

  	
   

  	
  05/09/21

  	
   

  
	
  9

  	
   

  	
  33

  	
   

  	
  05/13/18

  	
   

  	
  05/19/19

  	
   

  	
  05/17/20

  	
   

  	
  05/16/21

  	
   

  
	
   

  	
   

  	
  34

  	
   

  	
  05/20/18

  	
   

  	
  05/26/19

  	
   

  	
  05/24/20

  	
   

  	
  05/23/21

  	
   

  
	
   

  	
   

  	
  35

  	
   

  	
  05/27/18

  	
   

  	
  06/02/19

  	
   

  	
  05/31/20

  	
   

  	
  05/30/21

  	
   

  
	
   

  	
   

  	
  36

  	
   

  	
  06/03/18

  	
   

  	
  06/09/19

  	
   

  	
  06/07/20

  	
   

  	
  06/06/21

  	
   

  
	
  10

  	
   

  	
  37

  	
   

  	
  06/10/18

  	
   

  	
  06/16/19

  	
   

  	
  06/14/20

  	
   

  	
  06/13/21

  	
   

  
	
   

  	
   

  	
  38

  	
   

  	
  06/17/18

  	
   

  	
  06/23/19

  	
   

  	
  06/21/20

  	
   

  	
  06/20/21

  	
   

  
	
   

  	
   

  	
  39

  	
   

  	
  06/24/18

  	
   

  	
  06/30/19

  	
   

  	
  06/28/20

  	
   

  	
  06/27/21

  	
   

  
	
  3rd Qtr

  	
   

  	
  40

  	
   

  	
  07/01/18

  	
   

  	
  07/07/19

  	
   

  	
  07/05/20

  	
   

  	
  07/04/21

  	
   

  
	
  11

  	
   

  	
  41

  	
   

  	
  07/08/18

  	
   

  	
  07/14/19

  	
   

  	
  07/12/20

  	
   

  	
  07/11/21

  	
   

  
	
   

  	
   

  	
  42

  	
   

  	
  07/15/18

  	
   

  	
  07/21/19

  	
   

  	
  07/19/20

  	
   

  	
  07/18/21

  	
   

  
	
   

  	
   

  	
  43

  	
   

  	
  07/22/18

  	
   

  	
  07/28/19

  	
   

  	
  07/26/20

  	
   

  	
  07/25/21

  	
   

  
	
   

  	
   

  	
  44

  	
   

  	
  07/29/18

  	
   

  	
  08/04/19

  	
   

  	
  08/02/20

  	
   

  	
  08/01/21

  	
   

  
	
  12

  	
   

  	
  45

  	
   

  	
  08/05/18

  	
   

  	
  08/11/19

  	
   

  	
  08/09/20

  	
   

  	
  08/08/21

  	
   

  
	
   

  	
   

  	
  46

  	
   

  	
  08/12/18

  	
   

  	
  08/18/19

  	
   

  	
  08/16/20

  	
   

  	
  08/15/21

  	
   

  
	
   

  	
   

  	
  47

  	
   

  	
  08/19/18

  	
   

  	
  08/25/19

  	
   

  	
  08/23/20

  	
   

  	
  08/22/21

  	
   

  
	
   

  	
   

  	
  48

  	
   

  	
  08/26/18

  	
   

  	
  09/01/19

  	
   

  	
  08/30/20

  	
   

  	
  08/29/21

  	
   

  
	
  13

  	
   

  	
  49

  	
   

  	
  09/02/18

  	
   

  	
  09/08/19

  	
   

  	
  09/06/20

  	
   

  	
  09/05/21

  	
   

  
	
   

  	
   

  	
  50

  	
   

  	
  09/09/18

  	
   

  	
  09/15/19

  	
   

  	
  09/13/20

  	
   

  	
  09/12/21

  	
   

  
	
   

  	
   

  	
  51

  	
   

  	
  09/16/18

  	
   

  	
  09/22/19

  	
   

  	
  09/20/20

  	
   

  	
  09/19/21

  	
   

  
	
  4th

  	
   

  	
  52

  	
   

  	
  09/23/18

  	
   

  	
  09/29/19

  	
   

  	
  09/27/20

  	
   

  	
  09/26/21

  	
   

  
	
  Qtr

  	
   

  	
  53

  	
   

  	
  09/30/18

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Exhibit B


 


[*CONFIDENTIAL*]


 


	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  
	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  [*CONFIDENTIAL*]

  



 

















 


Exhibit C
Addendum


 


Southern
Pacific Region Stores Located in the State of Hawaii


 


This Exhibit C Addendum to the
Agreement for Distribution of Products (the “Agreement”)
dated September 25, 2006 between Whole Foods Market Distribution, Inc.,
a Delaware corporation (“WFM”), and
United Natural Foods, Inc., a Delaware corporation (“UNFI”)
amends the Agreement to allow the Southern Pacific Region stores located in the
State of Hawaii to use UNFI as its Primary Distributor pursuant to the
following terms and conditions:


 


1.                                      Delivery
— If WFM chooses to have UNFI deliver product to a Freight Forwarder or other
location WFM shall designate, said location must be within a 100 mile radius of
a UNFI distribution center.


 


2.                                      Standard
Credit Policy


 


a. Billed Not
Received (BNR) — A freight claim should be filed with the carrier on
significant BNR’s such as a missing pallet. 
UNFI will review any significant quantities for verification of pallets
signed for on the Bill of Lading.


b.  [*CONFIDENTIAL*].


c.  Damage-freight claim should be filed with the
carrier.


d.  [*CONFIDENTIAL*].


e.  Product Delivery Temperature — UNFI will not
issue credit for products delivered at too high or too low temperatures.  A freight claim should be field with the
carrier.


f.  [*CONFIDENTIAL*].  See Standard Credit Policy, Exhibit E
for Consumer Returns.


 


3.                                      Credit Allowance Credit Policy


 


a.              Billed
Not Received — A freight claim should be filed with the carrier.


b.              Damaged
— A freight claim should be filed with the carrier.


c.               [*CONFIDENTIAL*].


d.              Product
Delivery Temperature —UNFI will not issue credit for products delivered at too
high or too low temperatures.  A freight
claim should be filed with the carrier.


e.               [*CONFIDENTIAL*].


 


4.                                      Code Date Policy — Same as Exhibit G in the Agreement from invoice
date, [*CONFIDENTIAL*]


a.              Frozen —  [*CONFIDENTIAL*].  A freight claim should be filed with the
carrier.


 


All
terms not defined herein will have the meeting set forth in the Agreement.  This Exhibit C is dated January 7,
2009.


 

















 


Whole Foods Market Distribution, Inc.,


a Delaware corporation


 


	
  By:

  
	
  Name Printed: Maren Giuliano

  
	
  Title: Executive Coordinator of Purchasing

  



 

















 


Exhibit H


 


PRIVATE LABEL SKU AND CONTROL LABEL SKU


OVERSTOCK AND SHORT-DATED AGREEMENT


 


1)             Overstock and
Short-Dated responsibility chart:


 


	
  DRY/FROZEN

  	
   

  	
  UNFI

  	
   

  	
  WFM

  
	
  [*CONFIDENTIAL*]

  	
   

  	
   

  	
   

  	
   

  



 


	
  REFRIGERATED
  (with normally 30 days minimum code)

  	
   

  	
  UNFI

  	
   

  	
  WFM

  
	
  [*CONFIDENTIAL*]

  	
   

  	
   

  	
   

  	
   

  



 


2)             WFM authorizes
in advance these autoships:


 


DRY/FROZEN
— Total quantity divided proportionally between the WFM Stores serviced by the
UNFI DCc at which the Product is inventoried at 6 weeks from expiration.


 


DAIRY
— Total quantity divided proportionally between the WFM Stores serviced by the
UNFI DC at which the Product is inventoried at 3 weeks from expiration.


 


If
the initial notice given is less than 6 weeks on dry/frozen, and less than 3
weeks on refrigerated, UNFI will remove the percentage of stock it is
responsible for before performing any autoships.  This way the least possible amount of
short-dated product is shipped to WFM Stores. 
Any Product removed from inventory will be food banked or otherwise
donated by UNFI.


 


3)             UNFI will
automatically remove from inventory any products:


 


DRY/FROZEN
— Dated 2 weeks or less from expiration


DAIRY
— Dated 1 week or less from expiration


 


Loss
will be assigned as noted in section 1 above, and debits or other reimbursement
will be arranged with WFM if appropriate.


 


4)
UNFI and WFM agree that unusual circumstances may justify a different course of
action than would otherwise be indicated by this agreement, and that
Refrigerated products that normally have less than 30 days minimum code will be
handled on a case-by-case basis.


 

















 


EXHIBIT I


 


EDLC Bulk Products Process


 


1.  Criteria for establishing
EDLC Bulk Products.  WFM shall
maintain a list of monitored bulk Products. 
The initial monitored list is set forth below:


 


[*CONFIDENTIAL*]


 


In
order to change the price or establish a bulk Product under the EDLC Program
the following process shall be utilized:


 


·                  Does the cost change email
include a monitored item?  If yes, go to
next step.


 


·                  [*CONFIDENTIAL*]


 


·                  [*CONFIDENTIAL*]


 


·                  The earliest
regional cost-plus price change effective date will be considered the national
effective date.


 


·                  [*CONFIDENTIAL*]


 


·                  [*CONFIDENTIAL*]


 


·                  If the item
currently has an EDLC, it should be ended the day before the national effective
date.


 


·                  Email
wfmedlc@wholfoods.com with instructions to end any existing EDLC and/or enter
the new EDLC.  Ideally, EDLC updates
should be data-entered before the 1st day of the
pricing month prior to the earliest price change date (so they’ll be picked up
by the EDI price file for that month). 
Copy the appropriate WFM contact on this email for auditing purposes.


 


2.                                      Business
Analysis.  The
appropriate UNFI party shall end and/or enter the EDLC’s and confirm internally
when that process is complete.


 


3.                                      Additional
Notes.  WFM price changes will
automatically be picked up by the EDI price files, and included in any future
bid/cost reports.  Because UNFI pricing
may include inbound freight and also because the Delivery Upcharge component is
based on UNFI’s regular landed cost, the final prices to WFM may sometimes vary
by UNFI DC.


 

















 


Exhibit J


 


Section A:


 


[*CONFIDENTIAL*]


 


Section B:


 


“Fingerprint”
— Defined as an unloading activity type where the order quantities delivered do
not meet the “DC minimum pallet height requirements” and therefore require
additional handling before being moved to a warehouse storage location.  UNFI and WFM agree to negotiate DC minimum
pallet height requirements that reasonably meet the needs of both parties.


 














 


Exhibit
K





 


2010 Policies and Guidelines


Supplier Packet


 


This
2010 UNFI® Supplier Packet is intended to be used in conjunction with a formal
signed contract, and outline the general expectations and requirements for a
successful relationship between our companies.


 


UNFI
offers many successful promotional and marketing vehicles to support your
products to the trade and to consumers. 
Your UNFI Purchasing Category Manager will be able to give you
comprehensive information on these programs.


 


If
you have any questions regarding any sections of this document, please contact
our New Item Coordinator or your UNFI Purchasing Category Manager.


 


The policies stated in this
packet supersede any policies submitted by suppliers to UNFI unless special
exceptions have been made by an authorized member of UNFI management.


 

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNFI
  WAREHOUSE LOCATIONS

  	
   

  	
  1

  
	
   

  	
   

  	
  UNFI
  CONTACTS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  GENERAL
  POLICIES AND GUIDELINES

  	
   

  	
  3

  
	
   

  	
  A.

  	
   

  	
  UNFI
  Code of Conduct

  	
   

  	
  3

  
	
   

  	
  B.

  	
   

  	
  Genetically
  Modified Organisms (GMOs)

  	
   

  	
  3

  
	
   

  	
  C.

  	
   

  	
  Pesticides

  	
   

  	
  3

  
	
   

  	
  D.

  	
   

  	
  Gift
  Policy

  	
   

  	
  3

  
	
   

  	
  E.

  	
   

  	
  Miscellaneous
  Fees

  	
   

  	
  3

  
	
   

  	
  F.

  	
   

  	
  Press
  Release Policy

  	
   

  	
  3

  
	
   

  	
  G.

  	
   

  	
  Recall
  Information

  	
   

  	
  3

  
	
   

  	
  H.

  	
   

  	
  Organic
  and Kosher Certification

  	
   

  	
  3

  
	
   

  	
  I.

  	
   

  	
  Product
  Loss Claims

  	
   

  	
  4

  
	
   

  	
  J.

  	
   

  	
  Unsaleable
  Products

  	
   

  	
  4

  
	
   

  	
  K.

  	
   

  	
  Supermarket
  Division Product Placement

  	
   

  	
  4

  
	
   

  	
  L.

  	
   

  	
  W9
  for Taxpayer Identification Number and Certification

  	
   

  	
  4

  
	
   

  	
  M.

  	
   

  	
  Product
  Correspondence

  	
   

  	
  4

  
	
   

  	
  N.

  	
   

  	
  Supplier
  Changes

  	
   

  	
  5

  
	
   

  	
  O.

  	
   

  	
  Supplier
  Freight/Pick Up Allowance

  	
   

  	
  5

  
	
   

  	
  P.

  	
   

  	
  Supplier
  Discount Programs with Mutual Customers

  	
   

  	
  5

  
	
   

  	
  Q.

  	
   

  	
  Offsets

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  NEW
  PRODUCT INFORMATION

  	
   

  	
  6

  
	
   

  	
  A.

  	
   

  	
  New
  Product Introductions

  	
   

  	
  6

  
	
   

  	
  B.

  	
   

  	
  Product
  Samples Policy

  	
   

  	
  6

  
	
   

  	
  C.

  	
   

  	
  Planograms

  	
   

  	
  6

  
	
   

  	
  D.

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  6

  
	
   

  	
  E.

  	
   

  	
  New
  Store Opening/Resets/Expansions

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  PRODUCT
  PROMOTIONS

  	
   

  	
  7

  
	
   

  	
  A.

  	
   

  	
  Advertising
  and Marketing

  	
   

  	
  7

  
	
   

  	
  B.

  	
   

  	
  Annual
  Advertising Contract

  	
   

  	
  7

  
	
   

  	
  C.

  	
   

  	
  Tabletop
  Shows

  	
   

  	
  7

  
	
   

  	
  D.

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  7

  
	
   

  	
  E.

  	
   

  	
  [*CONFIDENTIAL*]

  	
   

  	
  7

  
	
   

  	
  F.

  	
   

  	
  Everyday
  Low Pricing (EDLP)

  	
   

  	
  7

  
	
   

  	
  G.

  	
   

  	
  Turnover
  Policies

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  SHIPPING
  AND RECEIVING PRODUCTS

  	
   

  	
  9

  
	
   

  	
  A.

  	
   

  	
  Back
  Orders

  	
   

  	
  9

  
	
   

  	
  B.

  	
   

  	
  Bioterrorism
  Act of 2002

  	
   

  	
  9

  
	
   

  	
  C.

  	
   

  	
  Distribution
  Center Delivery Receiving

  	
   

  	
  9

  
	
   

  	
  D.

  	
   

  	
  Date
  Codes

  	
   

  	
  9

  
	
   

  	
  E.

  	
   

  	
  Mis-ships
  and Shortages

  	
   

  	
  10

  
	
   

  	
  F.

  	
   

  	
  Pallet
  Exchange Policy

  	
   

  	
  10

  
	
   

  	
  G.

  	
   

  	
  Shipping
  and Receiving Requirements

  	
   

  	
  10

  
	
   

  	
  H.

  	
   

  	
  Drop
  Ship Policy for Customers

  	
   

  	
  12

  
	
   

  	
  I.

  	
   

  	
  International
  Business

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  SUPPLIER
  INFORMATION

  	
   

  	
  13

  
	
   

  	
  A.

  	
   

  	
  Invoices

  	
   

  	
  13

  
	
   

  	
  B.

  	
   

  	
  Pricing,
  UPC, and Pack Changes

  	
   

  	
  13

  
	
   

  	
  C.

  	
   

  	
  Discontinued
  Products

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  UNFI
  CODE OF CONDUCT

  	
   

  	
  14

  
								



 

















 


UNFI WAREHOUSE LOCATIONS


 


	
  Eastern Region Warehouses

  	
  Western Region Warehouses

  
	
   

  	
   

  
	
  Dayville, CT

  	
  Seattle, WA

  
	
  260
  Lake Road

  	
  22
  30th Street NW, Ste. 102

  
	
  Dayville,
  CT 06241-0999

  	
  Auburn,
  WA 98002

  
	
  (860)
  779-2800

  	
  (253)
  333-6769

  
	
  (800)
  877-8898

  	
  (800)
  336-8872

  
	
   

  	
   

  
	
  Atlanta, GA

  	
  Portland, OR

  
	
  100
  Lakeview Court S.W.

  	
  7909
  S. Union Ridge Parkway

  
	
  Atlanta,
  GA 30336

  	
  Ridgefield,
  WA 98642

  
	
  (404)
  346-0960

  	
  (870)
  741-3425

  
	
  (800)
  676-4667

  	
   

  
	
   

  	
   

  
	
  Chesterfield, NH

  	
  Denver, CO

  
	
  171 Stow Drive

  	
  15965
  E 32nd Avenue

  
	
  Chesterfield, NH 03443

  	
  Aurora,
  CO 80011

  
	
  (603) 256-3000

  	
  (303) 360-8459

  
	
  (800)
  451-2525

  	
  (800)
  522-7633

  
	
   

  	
   

  
	
  Greenwood, IN

  	
  Rocklin, CA

  
	
  655
  Commerce Pkwy East Drive

  	
  1101
  Sunset Boulevard

  
	
  Greenwood, IN
  46143

  	
  Rocklin,
  CA 95765

  
	
  (317)
  865-7140

  	
  (916)
  625-4100

  
	
  (800)
  814-0819

  	
  (800)
  679-8735

  
	
   

  	
   

  
	
  Iowa City, IA

  	
  Moreno Valley, CA

  
	
  2340
  Heinz Road

  	
  22150
  Goldencrest Drive

  
	
  Iowa
  City, IA 52240

  	
  Moreno
  Valley, CA 92553

  
	
  (319)
  337-4471

  	
  (916)
  625-4100

  
	
  (800)
  323-2131

  	
  (877)
  697-0013

  
	
   

  	
   

  
	
  Sarasota, FL

  	
   

  
	
  6272 McIntosh Road

  	
   

  
	
  Sarasota, FL 34238

  	
   

  
	
  (914)
  925-6600

  	
   

  
	
  (800)
  520-6982

  	
   

  
	
   

  	
   

  
	
  York, PA

  	
   

  
	
  225
  Cross Farm Lane

  	
   

  
	
  York,
  PA 17406

  	
   

  
	
  (717)
  266-7800

  	
   

  
	
  (800)
  336-4557

  	
   

  
	
   

  	
   

  
	
  Leicester,
  MA

  	
   

  
	
  88 Huntoon Memorial Highway

  	
   

  
	
  Leicester, MA  01524

  	
   

  
	
  (508)
  892-8171

  	
   

  
	
  (800)
  643-8130

  	
   

  
	
   

  	
   

  
	
  Harrison,
  AR

  	
   

  
	
  P.O. Box
  790

  	
   

  
	
  401
  Hwy. 43 East & Cottonwood Road

  	
   

  
	
  Harrison,
  AR 72602-0790

  	
   

  
	
  (870)
  741-3425

  	
   

  
	
  (800) 643-8130

  	
   

  



 


1

















 


	
  Eastern Region Contacts

  	
   

  	
  Western Region Contacts

  
	
   

  	
   

  	
   

  
	
  Advertising Contract Questions

  
	
  Catherine Bryson, cbryson@unfi.com

  	
   

  	
  Rhonda Hill, rhill@unfi.com

  
	
   

  	
   

  	
   

  
	
  Invoices

  
	
  Attn: Accounts Payable

  PO Box 567

  Keene, NH 03431

  	
   

  	
  Attn: Accounts Payable

  1101 Sunset Blvd

  Rocklin, CA 95765

  AP Hotline 800-679-8735 x53451

  
	
   

  	
   

  	
   

  
	
  Inside Sales / Customer Service Departments

  
	
  Attn: Director of Customer Service

  Barbara Laliberte

  260 Lake Rd

  Dayville, CT 06241

  	
   

  	
  Attn: Director of Customer Service

  Michele Nielsen

  1101 Sunset Blvd

  Rocklin, CA 95765

  
	
   

  	
   

  	
   

  
	
  International Business Questions

  
	
  InternationalCustServ@unfi.com

  
	
   

  
	
  Pricing and Price Change

  
	
  Personal Care and Supplements:

  tdalterio@unfi.com

  AND Send to your UNFI Buyer/Category Manager

  	
   

  	
  pricecode@unfi.com

  AND Send to your UNFI Buyer/Category Manager

  
	
   

  	
   

  	
   

  
	
  Product Recalls

  
	
  Pat Blouin, pblouin@unfi.com

  	
   

  	
  Robert Bishop, rbishop@unfi.com

  
	
   

  	
   

  	
   

  
	
  Routing/Receiving Questions

  
	
  Thomas Shaffer, tshaffer@unfi.com

  860-779-2800 x32539

  	
   

  	
  Tiffany Vetos, tvetos@unfi.com

  860-779-2800 x 54206

  
	
   

  	
   

  	
   

  
	
  Show Orders

  
	
  Show Orders are requested to be submitted
  when exiting the Show Floor.

  If required, can be mailed within 2 days to:

  Mark Slattery, mslattery@unfi.com

  260 Lake Rd, Dayville, CT 06241

  	
   

  	
  Show Orders are requested to be submitted
  when exiting the Show Floor.

  If required, can be mailed within 2 days
  to:

  Attention Show Orders

  1101 Sunset Blvd, Rocklin, CA 95765-3750

  
	
   

  	
   

  	
   

  
	
  Special Orders, Drop Ships and Direct
  Pallets/Truckloads Policy

  For authorization for a direct
  ship/bill-through or direct pallet/truckload

  
	
  Ruth Slade, rslade@unfi.com

  	
   

  	
  Kathy Gonzalez, kgonzalez@unfi.com

  800-679-8735 x5351

  
	
   

  	
   

  	
   

  
	
  Turnovers

  See page 10 for definition

  
	
  turnovereast@unfi.com

  Fax 860-779-9152

  	
   

  	
  turnovers@unfi.com

  Fax 916-625-4198

  
	
   

  	
   

  	
   

  
	
  EDLP Hotline

  See Page 9 for definition

  
	
  EDLPEast@unfi.com

  	
   

  	
  edlpwest@unfi.com

  916-625-4100 x53387

  
	
   

  	
   

  	
   

  
	
  Deductions Hotline

  
	
  deductioncoordinatoreast@unfi.com

  	
   

  	
  deductionswest@unfi.com

  916-624100 x53341

  
	
   

  	
   

  	
   

  
	
  Purchasing Department Contact for New Suppliers

  
	
  newvendor@unfi.com

  	
   

  	
  New_vendors_inquiry@unfi.com

  



 


2














 


I.                                         GENERAL POLICIES AND GUIDELINES


 


A.                                    UNFI CODE OF CONDUCT


 


UNFI’s Code of Conduct for Suppliers is attached as Exhibit A.  We require all of our suppliers to sign off
indicating their agreement to comply with the applicable laws and practices
listed.  Please return the completed form
to your Buyer or Category Manager.


 


B.                                    GENETICALLY MODIFIED ORGANISMS (GMOs)


 


UNFI
supports sustainable agriculture and organic farming, and we are significantly
concerned about the proliferation of genetically modified organisms (GMOs) in
foods.  We support a moratorium on the
use of GMOs, until more in-depth research on their long-range consequences is
completed.  We will persistently work
with all of our food suppliers to determine what they can guarantee about GMOs
in their products, and to provide the most assurance we can that our products
have not been grown, processed or handled with any technology of genetic
modification.  Food manufacturers must
provide a written statement on company letterhead specifying their position on
GMOs.


 


C.                                    PESTICIDES


 


1.                                       A pesticide may
be defined as any substance intended to control, destroy, repel, or attract a
pest.  Any living organism that causes
damage or economic loss or transmits or produces disease may be the target
pest. Pests can be animals (like insects or mice), unwanted plants (weeds), or
microorganisms (like plant diseases or “germs,” that is, viruses and
bacteria).  Pesticide products include
not only insecticides and herbicides, but many products not typically thought
of as pesticides, including algicides (such as pool chlorine), disinfectants
and sanitizers (such as toilet bowl cleaner), repellants (such as mosquito
repellent), rodenticides (rat poison), and fungicides (like rose dust).


 


2.                                       Pesticides are
required to be registered by the Federal Government and certain states,
including California.  California also
requires pesticide manufacturers to pay an assessment on sales of pesticides
sold in the state.


 


3.                                       Before selling
any product to UNFI, suppliers must complete UNFI’s Pesticide Questionnaire,
which can be obtained from your Buyer/Category Manager.


 


D.                                    GIFT POLICY


 


UNFI
employees cannot accept gifts or travel worth $100 or more without senior
management approval.


 


E.                                      MISCELLANEOUS FEES


 


[*CONFIDENTIAL*].


 


F.                                      PRESS RELEASE POLICY


 


UNFI
senior management must pre-approve any reference to UNFI in a press release or
print publication prior to publication or
distribution.


 


G.                                    RECALL INFORMATION


 


In
the event of a product recall, please contact:


 


Eastern Region

Pat Blouin — Purchasing Compliance Manager


603-256-3000 x42254 or pblouin@unfi.com


 


Western Region

Robert Bishop — Purchasing Compliance Manager


303-360-8459 or rbishop@unfi.com


 


H.                                    ORGANIC AND KOSHER CERTIFICATION


 


For
an item to be identified as Organic and/or Kosher in UNFI publications, UNFI must have a current Organic and/or
Kosher certificate on file.  These
certificates are required before items can be set up in UNFI’s systems.  Forward all renewal certificates to your UNFI
buyer/Category Manager annually.


 


3

















 


I.                                         PRODUCT LOSS CLAIMS


 


Product
Loss Claims (“PLCs”) are generated in 3 ways: defective product reported by
retailers, product returned by consumers to our retail customers, and shelf
worn product.


 


1.                                       Defective
product — this includes defects in product that may not be apparent until the
case is opened by the retailer, such as poorly sealed product, tops/ends not
glued shut, dented cans/damaged boxes inside a sealed, undamaged case, and
product that spoils before the expiration date on the product.


 


2.                                       Consumer
returns — Customer returns are products returned by the Consumer to the
Retailer where they purchased it. UNFI does not require an explanation report
for these returns except in the rare case of excessive quantities being
returned.


 


3.                                       Shelf worn
product — See Supermarket Program.


 


PLCs
are reported monthly by division, and are deducted at UNFI’s wholesale
price.  This covers the costs incurred on
top of the invoice price, including stocking, picking and shipping the
defective product. Except for some full cases or excessive quantities, PLC
products are not picked up by UNFI, but are destroyed at the store level.


 


J.                                      UNSALEABLE
PRODUCTS


 


Unsaleable
products will be disposed of as mutually agreed between the supplier and
UNFI.  Depending on the method of
disposition, the following fees will apply. 
If there is no specific agreement between supplier and UNFI, option D
below will apply:


 


[*CONFIDENTIAL*]


 


 


K.                                    SUPERMARKET DIVISION PRODUCT PLACEMENT


 


Suppliers
that wish to have their products considered for the UNFI Supermarket Program
must complete the Supermarket Program form, which can be obtained from your
Buyer/Category Manager, and support their line by complying with the following
requirements.  The Supermarket New Store/New Item Opening Order Program terms
are as follows:


 


[*CONFIDENTIAL*].


 


4.                                       The program
includes physical set-up and cut-in at store level. Please see the Supermarket
Opening Order Program form in this packet.


 


5.                                       The Supermarket
Channel expects and receives credit for products that are removed from the
shelf for a variety of reasons, including but not limited to discontinuation
(by supplier, UNFI, or chain), dating, shelf worn or damage.  [*CONFIDENTIAL*].


 


L.                                     W9 FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION


 


A
W9 Tax payer Identification Number and Certificate with live or electronic
signature must be on file with UNFI. 
Visit http://www.irs.gov/pub/irs-pdf/fw9.pdf to retrieve the form.


 


M.                                  PRODUCT
CORRESPONDENCE


 


All
correspondence regarding products must be directed to the appropriate
buyer/category manager and will require a twelve-digit UPC number and UNFI item
numbers. Such correspondence may include, but is not limited to:


 


1.                                       New product
announcements


 


4

















 


2.                                       Promotions


 


3.                                       Size, pack, and
description changes


 


4.                                       Price lists and
updates


 


N.                                    SUPPLIER CHANGES


 


1.                                       Changes to
supplier ownership structure, payment terms, or address must be submitted in
writing and received 60 days prior
to their effective date. This information should be sent to:


 


	
  East:

  	
  Pricing
  and Coding Dept

  	
  West:

  	
  UNFI
  Pricing and Coding Dept.

  
	
   

  	
  260
  Lake Rd.

  	
   

  	
  1101
  Sunset Blvd

  
	
   

  	
  Dayville,
  Ct 06241

  	
   

  	
  Rocklin,
  CA 95765

  
	
   

  	
  AND
  to your UNFI Buyer

  	
   

  	
  AND
  to your UNFI Buyer

  



 


2.                                       Changes to the
FOB address may affect freight rates which could in turn affect wholesale
price.


 


O.                                   SUPPLIER
FREIGHT/ PICK UP ALLOWANCE


 


If
supplier chooses to offer a pick-up allowance, please fill out the
Freight/Pick-up Allowance Form, which can be obtained from your Buyer/Category
Manager.


 


P.                                     SUPPLIER
DISCOUNT PROGRAMS WITH MUTUAL CUSTOMERS


 


If
supplier negotiates a discount deal with a mutual retail customer that requires
UNFI to undertake certain extra administrative work (such as manual tracking,
special reporting, etc.), [*CONFIDENTIAL*].


 


Q.                                   OFFSETS


 


UNFI
reserves the right to offset payments due from suppliers against payments made
to suppliers.


 


5

















 


II.                                     NEW PRODUCT INFORMATION


 


A.                             NEW PRODUCT INTRODUCTIONS


 


1.                                       All new product introductions must be supported by [*CONFIDENTIAL*].


 


2.                                       [*CONFIDENTIAL*].


 


B.                                    PRODUCT SAMPLES POLICY


 


1.                                       [*CONFIDENTIAL*].


 


2.                                       New product
samples will be pulled from inventory for Sales, Customer Service, Marketing
and Planograms (defined below).


 


3.                                       Samples of
regularly inventoried items (not new products) also may be pulled from
inventory for the purpose of introducing your products to selected customers
(supermarket, food service, chains) that do not currently stock your products
or in order to photograph your products for use in our publications (e.g.,
Consumer Circular, UNFI website)


 


C.                                    PLANOGRAMS


 


1.                                       Planograms are
Internet-based product displays that are used in merchandising.


 


2.                                       Please send
front view COLOR image of individual product (no group shots) as sold at retail
in jpg format, approximately 150K. 
Please title file with the product’s full 12 digit UPC number. Include
product dimensions as sold at retail — height, width and depth.


 


3.                                       Upload file to
FTP site FTP//FTP3.UNFI.com/TO-UNFI. 
Copy or cut/paste the file.


 


4.                                       Please send
e-mail to Retailimageservices@unfi.com so UNFI can retrieve the images or mail
CD to UNFI, Retail Space Management Assistant, 260 Lake Road, Dayville, CT
06241


 


D.                                    [*CONFIDENTIAL*].


 


E.                                      NEW STORE OPENING/RESET/EXPANSIONS


 


1.                                       When a new
store opens or when an existing store undergoes a significant expansion or
move, UNFI will expect strong support from our suppliers.


 


2.                                       Most new and/or
expanding retailers expect either a free fill or a large discount.


 


3.                                       Please complete
the appropriate discount consent form specifying the discount authorized for
New Store Opening orders, and resets, which can be obtained from your
Buyer/Category Manager.  Send the
completed form to the contacts listed on the form.


 


4.                                       A hard copy
authorization is needed for all discounts and free fills using the appropriate
form.


 


5.                                       When completing
the forms, please note the following:


 


[*CONFIDENTIAL*].


 


6.                                       Discounts may
be updated on an annual basis.  If you
elect to change the discounts, the new form must be received no later than December 1st in order to apply those changes for the new
calendar year.


 


7.                                       Some larger
chains run their own customized new store opening/reset programs.  Suppliers may be contacted by UNFI separately
about participation in these programs.


 


6

















 


IIII.                             PRODUCT
PROMOTIONS


 


A.                                    ADVERTISING AND MARKETING


 


UNFI’s
Advertising and Marketing Programs have been designed to keep your products
visible to our customers.  UNFI is proud
of the quality of our publications and the wealth of information provided to
our customers.  We offer excellent
opportunities for you to tell your own unique story.


 


B.                                    ANNUAL ADVERTISING CONTRACT


 


UNFI
encourages every supplier to participate in an annual advertising program.  These programs are vitally important for the
long-term growth and success of your product line. Suppliers with advertising
contracts have priority when products are being considered for additional
marketing opportunities


 


C.                                    TABLETOP SHOWS


 


UNFI
produces six tabletop shows per year. 
Suppliers are encouraged to participate in these shows to promote their
products.


 


D.                                    [*CONFIDENTIAL*].


 


E.                                      [*CONFIDENTIAL*].


 


F.                                      EVERYDAY LOW PRICING (EDLP)


 


1.                                       EDLPs (Every
Day Low Pricing) are retailer specific deals submitted by a supplier/broker for
a minimum of 30 days.  EDLPs submitted
for any store that is a member of a chain will be honored for all members of
that chain.


 


2.                                       [*CONFIDENTIAL*].


 


3.                                       [*CONFIDENTIAL*].


 


4.                                       It is the
supplier/broker’s responsibility to know when their EDLPs end.  [*CONFIDENTIAL*].


 


5.                                       [*CONFIDENTIAL*].


 


6.                                       Changes to
product pricing or pack size, additions/deletions of SKUs, or introduction of
new seasonal or special promotional items, that necessitate a change to the
original EDLP are the responsibility of the Supplier/Broker and must be
addressed by submitting new EDLP paperwork. 
Credits will not be issued for discounts missed due to late paperwork
for changes.


 


7.                                       In the event
disputes arise regarding discounts, UNFI may attempt to facilitate discussions
between the affected parties to resolve the dispute.


 


8.                                       [*CONFIDENTIAL*].


 


G.                                    TURNOVER POLICIES


 


UNFI
defines a turnover order as any one-time deal a store has authorized a supplier
or broker to submit. A turnover can be for the purposes of basic stocking, line
extension, promotion, store demonstration, store expansion, new store opening,
new product placement or product replacement.


 


1.                                       Turnover Order Requirements and Guidelines


 


Order
quantities on turnover orders should reflect the case pack (unit of issue) of
the distributor.  A general guideline is
that groceries are sold by case, whereas personal care and supplements are sold
by the each. The broker/supplier is responsible for submitting the correct
selling unit on all turnovers. Quantities will be entered for the case pack of
the product number submitted.  Any
resulting errors, over-shipments or increased MCBs are the responsibility of
the supplier/broker.


 


7

















 


a.                                       [*CONFIDENTIAL*].


 


b.                                      UNFI item code
numbers and store account numbers must
be on all turnover orders. The person submitting the order must provide their
name, phone number, fax number, and name of company on all orders. The retailer
buyer’s name and store address also must be included.


 


c.                                       Only UNFI will
determine the UNFI contribution to deals.


 


d.                                      For ad items,
demo products, or holiday stock we require a [*CONFIDENTIAL*] lead time.  Please specify on the order that it is
product for an ad, demo, or holiday or case stack/end-cap display and clearly
indicate the date the product is needed at the store.


 


e.                                       UNFI keeps all
hard and electronic copies of turnovers. 
Any credits and/or returns will be evaluated and handled in conjunction
with UNFI’s credit policy.


 


f.                                         All promotional
items must be delivered within the published dates specified on the front cover
of our Monthly Specials book.


 


g.                                      [*CONFIDENTIAL*].


 


h.                                      [*CONFIDENTIAL*].


 


i.                                          [*CONFIDENTIAL*].


 


j.                                          Please use one
ship date and one store per order form page.


 


k.                                       [*CONFIDENTIAL*].


 


l.                                          [*CONFIDENTIAL*].


 


2.                                      Turnover Lead Time and Submission Requirements:


 


a.                                       Turnover orders
require lead time of 48 hours to process to insure accurate discounts are
entered. UNFI requires all orders to be prior to the customer’s order
deadline.  Please do not expect an order
to ship the same day it is submitted.


 


b.                                      All turnover
orders must be emailed or faxed on a turnover form. UNFI East has an automated
system that allows turnovers to be submitted via web services or a web portal.
UNFI will provide a sample turnover form upon request.  If using your own form, it must be presented
on manufacturer or brokerage letterhead. 
Please see the contacts page for fax number and email address
information.


 


c.                                       UNFI will
provide an e-mail order receipt confirmation.


 


d.                                      Discount
authorization paperwork is required for all orders at the time of data entry;
for this reason we are unable to accept verbal turnover orders.


 


8














 


IV.                               SHIPPING
AND RECEIVING PRODUCT


 


A.                                    BACK ORDERS


 


UNFI
does not accept back orders.


 


B.                                    BIOTERRORISM ACT OF 2002


 


The Establishment and Maintenance of Records under
the Public Health Security and Bioterrorism Preparedness and Response Act of
2002 (the “Bioterrorism Act”) states, in part:


 


“Persons
who manufacture, process, pack, distribute, receive, hold, or import food in
the United States must establish and maintain the following records to identify
the immediate previous sources and
immediate subsequent recipients for
all food they receive:  Name, address,
telephone number and, if available, fax number, and e-mail address of the
immediate previous source and subsequent recipient; adequate description; date
received or released; for persons who manufacturer, process, or pack food, the
lot or code number or other identifier; quantity and how the food is packaged;
and name, address, telephone number and, if available, fax number, and e-mail
address of the transporter who transported the food to and from you”.


 


Therefore, all deliveries to UNFI of products
covered by the Bioterrorism Act (i.e. “food” and beverages
for humans and animals and related packaging, all as defined in the
Bioterrorism Act) will be subject to the following requirements to assist us in
complying with the provisions of the Bioterrorism Act:


 


C.                                    DISTRIBUTION CENTER DELIVERY RECEIVING


 


Each
driver will be required to supply the following information to the UNFI
receiving or shipping office personnel of our distribution center at the time of
their scheduled check-in:


 


1.                                      Driver’s name
and photo proof of identity, which will be photocopied.


 


2.                                      Acceptable
photo proof of identity: valid CDL’s, and/or company issued photo badge
identification.


 


3.                                      Transporter/carrier
company name and street address, city, state, zip code and main telephone
number (Please note: a P.O. Box address is not sufficient.), and, if
available, fax number and email address.


 


Any driver unable to supply this information or refusing this request
will not be allowed to load or unload his/her vehicle at our distribution
centers.


 


UNFI reserves the right to refuse products that appear to have been
tampered with.


 


D.                                    DATE CODES


 


1.                                      UNFI requests
that all products from the supplier be identified with an open coded shelf life
or use by date.  This date should be on
the product as well as printed on the outside of the shipping case.  UNFI requires that all items with closed
codes be identified with the actual expiration date on the product and by item
on the packing slip and bill of lading.


 


2.                                      UNFI requires
that the supplier provide in writing to the appropriate buyer/category manager
updated information regarding production shelf life and guaranteed minimum
shelf life at time of receipt.  UNFI
requires that the shelf life of all products be at least 75% of the production
shelf life at the time of receipt.


 


9

















 


3.                                      If products do
not have a human readable, calendar expiration date on the outside shipping
case, UNFI will bill-back any products that are not sold before the expiration
date on the package as this situation prevents UNFI from utilizing our date
code tracking system.


 


E.                                    MIS-SHIPS AND SHORTAGES


 


1.                                      In the event a
mis-ship occurs and UNFI receives product that was not ordered, UNFI will
notify supplier of product and inventory count of items.


 


2.                                      UNFI will
charge back freight costs for all returned products.


 


3.                                      Supplier must
make its own arrangements for pick-up.


 


4.                                      [*CONFIDENTIAL*].


 


5.                                      Supplier must
notify buyer of shortages before delivery or pickup.


 


F.                                     PALLET EXCHANGE POLICY


 


1.                                      [*CONFIDENTIAL*].


 


2.                                      The delivery
bill of lading and invoice must indicate the number and type of pallets
exchanged (“ins and outs”) for us to authorize payment.


 


3.                                      UNFI does not
participate in any pallet pool programs (e.g. Chep) nor will we accumulate
pallets for return.


 


4.                                      UNFI does not
accept iGPS plastic pallets


 


G.                                   SHIPPING
AND RECEIVING REQUIREMENTS


 


1.                                      The
instructions, when followed, will allow UNFI to receive and distribute your
product properly.  Adherence to the
instructions is necessary for effective distribution, inventory control and
processing of Accounts Payable paperwork.


 


2.                                      The following
required procedures maximize the efficiency of our operations, allowing UNFI to
deliver your product to our customers in the timeliest manner possible.
[*CONFIDENTIAL*].


 


a.                                      All carriers
must make an appointment with the appropriate inbound receiving department 48
hours prior to arrival. Three days is recommended.  Appointments are granted on a first come,
first serve basis and not guaranteed. UNFI reserves the right to grant
appointment times based on business demands. 
Carrier charge backs for appointment fees will not be accepted for
prepaid shipments.  Any fees charged will
be deducted from supplier invoice. 
Appointment fees can be removed through negotiations with your
carriers.  [*CONFIDENTIAL*]. Force
Majeure* will be considered a consented delay and no charge will apply.


 


b.                                      Carrier must
communicate all release/PO
numbers to be delivered.


 


c.                                       All orders must
be palletized, shrink wrapped, and on a good quality “GMA” 4-WAY  40” x 48” pallet.  We do not accept European pallets. Pallets
should be built to maximize space within the constraints of packaging.
[*CONFIDENTIAL*]. In the event that re-stacking the pallet(s) is not
possible, charges for lost space on the truck will apply, plus any other
applicable fees described herein.


 


d.                                      Product must
not hang over pallet more than 2”. All products are to be appropriately
packaged to limit damage. Glass or canned items should be sealed in corrugated
cartons whenever possible. Poorly packaged products may be subject to supplier
charge back.


 


e.                                       All products
will be palletized on standard GMA pallets according to the TI/HI
specifications when provided by UNFI. 
Any time multiple SKUs are shipped on a pallet they must be


 


10

















 


separated
by a slip sheet or they will be subject to lumper fees. Fees related to the
breakdown or re-stacking of products failing to be shipped in proper TI/HI or
on substandard pallets will be the carriers’ responsibility for prepaid
shipments, plus any applicable fees described elsewhere herein.


 


f.                                        Prepaid
suppliers will provide, or have their selected delivery carrier provide, the
manpower to sort and segregate the entire shipment. In the event UNFI is
charged for said sort and segregation, the charge plus applicable fees in
stated required procedures will be charged back to the supplier.


 


g.                                       All shipments
must have a release/PO number
and consignee name clearly marked on the front and back of each pallet. This is very important, as we haul freight
for many of our divisions.


 


h.                                      Each bill of lading must be accompanied by
a detailed packing slip for each release/PO
being delivered.


 


i.                                          The transfer or
shipping of organic products should be in compliance with the USDA National
Organic Program.


 


j.                                         Products
shipped in the same carrier as hazardous materials will be refused by UNFI
warehouse receiving.


 


k.                                      [*CONFIDENTIAL*].


 


l.                                          Pallets with
damaged or leaking products will be re-stacked by the carrier and rejected.


 


m.                                  Any pallet with
signs of pest infestation will be immediately rejected.


 


n.                                      All temperature
sensitive products will be probed upon receipt. Any product not meeting UNFI
temperature guidelines will be rejected. 
Refrigerated: 34-40 degrees.
Frozen: -10 degrees or less.


 


o.                                      The unloading
of all non-palletized loads (deck loaded) will be the responsibility of the
supplier and or delivering carrier, and will be stacked to our local
requirements.


 


p.                                      [*CONFIDENTIAL*].


 


q.                                      Small package shipments such as UPS must adhere to the following:


 


·            Cartons must be clearly
marked with box count (i.e. 1 of 2, 2 of 2 etc)


 


·            A purchase order number must
be written on each carton.


 


·            A packing slip must
accompany each purchase order, if enclosed in carton, please note as such.


 


·            Back Orders will not be
accepted.


 


3.                                      FOB Pickup Requirements


 


a.                                      UNFI
transportation or hired carriers are delayed more than two hours from the time
of arrival, fees will be assessed and charged to the supplier.


 


b.                                      UNFI drivers or
hired carriers only can sign for product subject to count or they may sign for
a piece count when this can be done without breaking down the load or
significant time loss.


 


c.                                       All shipments must
have a purchase order number and consignee name written on both the front and
the back of each pallet.


 


11

















 


d.                                      Any purchase
order quantity shortages not communicated in advance may result in fees assessed
to the supplier.


 


e.                                       Pallets should
be built to maximize space within the constraints of packaging.  If our driver must re-stack or re-palletize
at the time of pick up or consolidation, the labor cost will charged to the
supplier.


 


f.                                        [*CONFIDENTIAL*].


 


H.                                   DROP SHIP
POLICY FOR CUSTOMERS


 


Drop
ships must be authorized prior to arranging shipment.  Authorization can be obtained by contacting
the individual(s) listed on the contacts page herein.  Please reference this authorization number on
the invoice.  For details of pricing
policies related to drop ships, please contact the appropriate person listed on
the contact page.


 


I.                                        INTERNATIONAL BUSINESS


 


The
UNFI International Division distributes to over 40 countries. Please fill out
the International Business Approval Form to have your product approved for
this program. For more information and the necessary form,  e-mail InternationalCustServ@unfi.com.


 


12

















 


V.                                    SUPPLIER
INFORMATION


 


UNFI
reserves the right to conduct third party audits on payments and invoices,
which may result in a deduction taken after the original payment is made.


 


A.                                    INVOICES


 


Send all invoices to:


 


Eastern Region UNFI, Accounts Payable, P.O. Box
567, Keene, NH 03431


 


Western Region  UNFI, Accounts
Payable, 1101 Sunset Blvd., Rocklin, CA 95765AP Hotline 800-679-8735 ext. 53451


 


B.                                    PRICING, UPC AND PACK CHANGES


 


UNFI
will not accept changes that take effect on promotional items until after the
promotional period ends.  60 day notice
is required using UNFI forms, which can be obtained from your Buyer or Category
Manager. Upon notification that an item has had a UPC or pack size change the
Distributor Price Pack Size Change Form must be submitted with new
specification sheet and price list.


 


C.                                    DISCONTINUED PRODUCTS


 


1.                                      UNFI performs
ongoing product evaluation, and aggressively manages product mix


 


2.                                      Upon
notification that an item has been discontinued (either by supplier or UNFI) or
has a UPC or pack size change, UNFI will:


 


a.                                      Supply
inventory count of items and verify the landed cost of inventory.


 


b.                                      Remove product
from inventory and send a notice to the supplier to arrange for pick up.


 


c.                                       [*CONFIDENTIAL*].


 


d.                                      [*CONFIDENTIAL*].


 


e.                                       [*CONFIDENTIAL*].


 


3.                                      Refrigerated
items which reach pull date will be donated automatically.


 


13














 


Exhibit A


 


UNITED NATURAL FOODS, INC.


CODE OF CONDUCT FOR SUPPLIERS


 


UNFI
has established a set of six Core Values. These Core Values inspire our
approach to business and are fundamental to building successful relationships
with all our stakeholders: Customers, Suppliers, Associates and the
Environment.


 


·                  Integrity and respect in all of our actions


 


·                  Trust and accountability in all relationships


 


·                  Open and honest communication with our
employees


 


·                  Profitable growth of the organization


 


·                  A safe and healthy work environment


 


·                  Social and environmental responsibility for
the health of the planet


 


UNFI believes that our
supplier partners play a major role in shaping and maintaining our reputation.
As we strive to apply these values to our business practices every day, we now
ask that our supplier partners comply with a Code of Conduct that will allow
them to support these same values. UNFI sees this as an opportunity to extend
good business practices throughout the supply chain and ultimately create a
higher standard of business in the world. We intend to use your support of this
policy as a way to raise awareness and standards.


 


Suppliers doing business
with UNFI will:


 


COMPLY WITH
APPLICABLE LAWS AND PRACTICES:


 


Suppliers
will comply with all local and national laws and regulations in the
jurisdictions in which they do business.


 


COMPLY WITH
THE FOLLOWING CONDITIONS OF EMPLOYMENT:


 


Compensation: Suppliers
will compensate their employees with wages and benefits which are in compliance
with the local and national laws and regulations of the jurisdictions in which
they do business.


 


Hours of
Labor: Suppliers must ensure that working hours are consistent with local
regulations. If regulations do not address standard working hours, suppliers
must ensure that work hours are not excessive or unfair.


 


Forced
Labor: Suppliers will not use forced labor.


 


14

















 


Child Labor: Suppliers or
their subcontractors will not use child labor. Child labor is defined for these
purposes as any person employed at an age younger than the legal minimum age
for working in any specific jurisdiction.


 


Discrimination
/Rights: Suppliers will not discriminate on the basis of race, color, national
origin, gender, religion, disability, sexual orientation, and other similar
factors in their employment practices.


 


PROVIDE A
SAFE WORKPLACE ENVIRONMENT:


 


Health and
Safety: Suppliers will insure that adequate accommodations
for the health and safety of workers have been implemented and are maintained.


 


Security: Suppliers will
comply with all USDA requirements for product safety and maintain adequate
security at all production and warehousing facilities to prevent dangerous
exposures to health hazards or perilous cargo.


 


In addition, UNFI would like
to be informed of your companies’ activities in certain areas of interest.
Please include information related to your company’s efforts regarding
environmental impact and social responsibility along with your signed copy of
this code of conduct:


 


Finally, we are all aware
that some parts of the world demonstrate better efforts regarding compliance
with the above conditions of employment than others.  If you are doing business with or in any
country in areas of the world known for employing labor practices inconsistent
with the above, we ask that you remain mindful of the above and use your best
efforts to cease associating with any country or entity tolerating or employing
these inconsistent labor practices.


 


The undersigned agrees to the
terms outlined in this document and is an authorized representative of the
participating company.


 


	
  Company Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Representative:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date: