Designer Shoes Warehouse EDI Terms and Requirements for New and Existing Vendors

Except as modified by these Designer Shoes Warehouse EDI Terms and Requirements, all merchandise shall be packed for shipment in full compliance with Vendor’s standard commercial practices and with the DSW Domestic Footwear & Accessories Logistics Guide, as amended from time to time.

Acceptance of a drop ship purchase order and receipt by Vendor of payment for such merchandise will constitute Vendor’s transfer of all right, title and interest in the merchandise.

DSW is not under any duty to inspect merchandise and all warranties shall survive payment to Vendor. Designer Shoes Warehouse EDI program supposes to inspect Vendor’s, and Vendor’s supplier’s facilities, warehouses and manufacturing plants. Vendor shall provide DSW all information relating to the origin and location of manufacture of merchandise, including compliance with all workplace laws. Designer Shoes Warehouse EDI Vendor further agrees to: (i) keep books and records (including without limitation all original documents) regarding the site of manufacture, inspection reports, fabric content and any agency relationships with respect to such merchandise; (ii) maintain such books and records for a minimum of 6 years after the sale of such merchandise pursuant to a drop ship purchase order; and (iii) make such books and records available to DSW for inspection, immediately upon DSW’s request.

Vendor shall obtain and maintain, at Vendor’s expense, commercial general liability insurance including coverage for products liability/completed operations, with an insurance company satisfactory to Designer Shoes Warehouse EDI program. Such insurance shall have a broad form vendor’s endorsement naming DSW and its subsidiaries and affiliates and its officers, directors, employees and agents as additional insureds in the minimum combined single limit of $1,000,000 for bodily injury and property damage. Coverage shall not be terminated or changed without at least 30 days prior written notice to DSW. Vendor shall furnish DSW with certificates of insurance at the time of the first purchase by DSW  and evidence of all renewals, listing the coverages and amounts therein. The purchase  of such insurance and furnishing of such certificates shall not satisfy any of Vendor’s obligations hereunder or in any way modify Vendor’s agreement to indemnify DSW as provided herein.

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