chargebacks will result in automatic
deduction of chargeback with no repayment.
The Supplier must contact Specialty
Distributor's contract department regarding any discrepancies to correct going
forward.
All appropriate fields (i.e., customer identifier, item, contract
number, WAC or contract pricing information, and changes required per customer
sales or credit transactions) shall be completed.
Specialty Distributor will inform Supplier of all chargeback discrepancies or
disputes with sufficiently detailed supporting information, including all
customer invoice level detail and valid dispute reasons sufficient to meet HDMA
standards, within thirty (30) days from the date of Specialty Distributor's
original chargeback submission.
Supplier will apply chargeback debit claim
amounts against Specialty Distributor's account with Supplier.
Specialty
Distributor may resubmit chargebacks with corrected information following
Supplier notification of discrepancies.
Supplier will respond to all Specialty
Distributor resubmission requests within twenty (20) days from date of Specialty
Distributor's chargeback resubmission.
Supplier shall provide the following contact information to Specialty
Distributor:
·
Primary Chargeback's contact and Manager
·
Primary Pricing contact and Manager
·
Membership contact and Manager
·
Contract Manager
II.
Chargeback Reversals on Contract Customer Returns
Upon the issuance of a credit by Specialty Distributor to a
customer in connection with the prior sale of Product under contract (for which
Specialty Distributor previously submitted and collected a
Confidential and Proprietary
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
chargeback from Supplier), the applicable chargeback to that transaction shall
be reversed and remitted to Supplier only when the following conditions are met:
A.
Specialty Distributor received back from customer merchantable product (i.e.
Specialty Distributor must be able to return the item to its inventory for
resale in the ordinary course of its business without special preparation,
testing, handling or expense); and
B.
The customer's return of the Product was due to an ordering error by customer or
a picking error by Specialty Distributor.
III. Supplier Chargeback Audits
Supplier shall have the right to audit, at its own expense, Specialty
Distributor's compliance with respective contracts in force between Supplier and
Specialty Distributor's customers and related chargeback matters (including
compliance with the chargeback reversal policy stated above) subject to the
following terms and conditions:
A.
The scope of each chargeback audit shall be limited to the twelve (12) month
period immediately preceding the date such audit begins.
B.
Specialty Distributor shall have a reciprocal twelve (12) month period to
reconcile any differences that may arise with the Supplier related to chargeback
issues (including submission and other errors and regardless of whether such
issues arise as part of a Supplier chargeback audit). Supplier shall notify
Specialty Distributor of an intent to perform an audit at least (30) days prior
to beginning the audit, specifying the location to be audited and the time
period to be audited, subject to the limitations set forth in Paragraph A,
above.