Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2005
PRESTIGE BRANDS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE |
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001-32433 |
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20-1297589 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
90 North Broadway
Irvington, New York
10533
(Address of Principal executive offices, including Zip Code)
(914) 524-6810
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2005, Prestige Brands, Inc., a subsidiary of Prestige Brands Holdings, Inc. (the Company) entered into a Storage and Handling Agreement (the Handling Agreement) with Warehousing Specialists, Inc. (WHI) and a Transportation Management Agreement (the Transportation Agreement) with Nationwide Logistics, Inc. (NLI).
The Handling Agreement provides that, for a term of thirty-six (36) months, WHI shall provide warehouse services, including without limitation, storage, handling and shipping services to the Company with respect to the Companys full line of products. A copy of the Handling Agreement is being filed as Exhibit 10.1 to this Form 8-K.
The Transportation Agreement provides that, for a term of thirty-six (36) months, NHI shall provide complete transportation management functions, including without limitation, freight routing, freight bill payment and auditing services, claims administration, proof of delivery procurement, report generation and automation and tariff compliance services to the Company with respect to the Companys full line of products. A copy of the Transportation Agreement is being filed as Exhibit 10.2 to this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PRESTIGE BRANDS HOLDINGS, INC. |
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/s/ Peter J. Anderson |
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Date: April 14, 2005 |
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Name: |
Peter J. Anderson |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
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Description |
10.1 |
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Storage and Handling Agreement, dated April 13, 2005, by and between Warehousing Specialists, Inc. and Prestige Brands, Inc. |
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10.2 |
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Transportation Management Agreement, dated April 13, 2005, by and between Prestige Brands, Inc. and Nationwide Logistics, Inc. |
Exhibit 10.1
Prestige Brands,
Inc and
Warehousing Specialists, Inc.
7140 N. Broadway
Saint Louis, MO 63147
STORAGE AND HANDLING AGREEMENT
THIS AGREEMENT is made and entered into by and between Warehousing Specialists, Inc. (WSI), a Missouri Corporation, and Prestige Brands Inc. (Prestige) a New York corporation
WHEREAS, WSI represents that it operates a warehouse facility in the State of Missouri located at 7140 N Broadway Saint Louis, MO 63147 and further represents that it has duly complied with all federal and state regulations relating thereto; and
WHEREAS, Prestige Brands Inc desires that space within the WSI Premises be made available for storage of goods owned by or in possession of Prestige Brands as well as other warehousing services including daily handling of product;
NOW, THEREFORE, in consideration of these services and premises, the parties hereto covenant and agree as follows:
1. Confirming Documents: When WSI receives goods for storage which are owned by Prestige Brands, WSI shall issue weekly billing. WSI also agrees to supply Prestige Brands designated personnel access to the LogiView system to track all required information and reports.
i. WSI will provide for Prestige Brands up to 30 LogiView and Logistics sign-in accounts with a one year rolling history
2. Storage and Handling: WSI agrees to unload and receive in storage unit loads of goods, directed to WSI by Prestige Brands. All receiving, storage, selection and loading as well as capture origin, item, lot, expiration date if applicable, quantities, item status, and any OS and Ds. All products will be maintained by Lot control. The combination of these services will be provided for the case cost outlined below.
Household Products @ $0.20 cents per case based upon full pallet shipments allowing for 10% of the product to be case selected, assuming approximately 6 million cases annually and 16,000 pallets stored plus or minus a 20% deviation
HB Product @ $0.455 cents per case assuming the majority is case selected and approximately 2,500 pallets on stored plus or minus a 20% deviation, inclusive of individual case labeling and banding for product ship through a parcel service
VAS pallets will be charged at $10.00 per pallet storage and handling
An up charge of 10% will be assessed for any purchases made by WSI on behalf of PBI
A. Customer returns can either come back as full case or pieces. No customer return is to be accepted without a return authorization number supplied by Prestige Brands. Full case items are to be received and processed like any other contract manufacturer inbound and therefore will be calculated and paid under the full case structure outlined above. Piece returns are to be scanned individually with a software systems and hardware set-up supplied by Prestige Brands which generates a piece return tally sheet. This process will be paid by the accessorial guide below, documenting the actual hours spend on the task by person.
B. Daily CMF receiving activity must be provided to Prestige Brands via a copy of each inbound tally and its corresponding back-up (packing slip, bill of lading ET.)
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Each tally is required to be sent overnight delivery after it is keyed. As an example Monday inbounds paperwork would be delivered to its NY office by Wednesday morning.
C. Daily customer returns are submitted to the Jackson, WY office
D. Inbound invoicing must take place weekly, listing all receipts individually and by break out category code, brand code and SKU. Invoicing must have pallet display units (PDU) converted into open stock case equivalents.
E. Product received today is expected to be available for shipment the next business day. There are however some same day receipt shipping but only on an exception basis.
The rates quoted above are inclusive of supply and preparation of all paperwork, tallies, bills of lading, packing slips, pick tickets, status change requests et.
3. Additional Charges: If WSI is required to perform services in addition to those outlined above, such additional service charges shall be subject to accessorial charges at the rate of $20.00 per hour inclusive of normal industrial equipment or fixed charge agreed to at the time of the request, which ever is the lesser amount. Pallets will be tracked for both Chep and White wood. If White wood is required to be supplied by WSI a charge of $5.50 per #2 and $7.00 per #1 respectively will be assessed and billed to Prestige Brands accordingly. WSI will use and/or update the Chep Web system or EDI daily.
4. Duty of Care: Prestige Brands agrees that each palletized unit shall be properly packaged and contained so as to allow normal unloading, stocking and reloading from and to truck or rail carriers. WSI shall exercise such care in regard to Prestige Brands goods stored at WSI premises, as a reasonably careful man would exercise under like circumstances. WSI will obtain and maintain warehousemans liability insurance. No further warranties and liabilities are hereby granted or expressly implied.
5. Title and Ownership of Products.
5.1 Title and Ownership. All Products stored at the WSI Premises and handled pursuant to this Agreement or which are otherwise in the care, custody or control of WSI shall at all times be and remain the property of Prestige Brands. The Products shall not be subject to attachment or execution nor shall any person or entity have or acquire any right, lien or claim whatsoever with respect to the Products.
5.2 Waiver of Liens. WSI hereby expressly, knowingly and irrevocably waives the right to claim the benefit of any type of lien whatever which may be applicable to the work being performed and the services rendered by WSI. WSI hereby agrees to promptly procure, execute and deliver such documents evidencing the above-described Waiver of Liens as and when Prestige Brands shall request. WSI shall immediately notify Prestige Brands of any claims made or actions taken by any person or juristic entity with respect to the Products. In the event a claim for lien or a lien is filed against the Products due to or arising out of the activities of WSI, WSI shall promptly discharge all such items and shall post appropriate security in connection therewith satisfactory to Prestige Brands.
5.3 Survival. Expiration, termination or cancellation of this Agreement, regardless of cause or procedure, shall not in any way affect or impair the rights, obligations, duties and liabilities of WSI or Prestige Brands, pursuant to this Section 5.
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6. Risk or Loss: WSI assumes all risk of damage or loss to its premises due to fire or accident incurred as a result of the handling and storage of Prestige Brands goods at manufacturers cost or up a total of $2 million dollars which ever is less.
7. Inspections: Prestige Brands shall have the privilege of inspecting, at any reasonable time during normal business hours, the goods and premises on which they are stored.
8. Independent Contractor: Prestige Brands and WSI agree that WSI is an independent contractor and that the WSI shall not be considered an agent or employee of Prestige Brands for any purpose whatsoever.
9. Indemnification: WSI shall protect, indemnify and hold harmless Prestige Brands from any loss, damage, liability and expense, including reasonable counsel fees, for all injuries, including death to persons or damage to property directly or indirectly arising from or growing out of WSIs negligent acts or omissions in the performance of this Agreement, except such loss or damage that is the direct result of Prestige Brands negligence.
10. Insurance: During the term of this Agreement, WSI shall carry and maintain such liability insurance as will protect WSI and Prestige Brands from claims under any Workers Compensation or other similar acts and from any other damages from personal injury, including death, which may be sustained by Warehousemans workers, contractors or any of their servants, agents or employees and the general public, and from claims for property damage, which may be sustained by any of them, due to the performance of this Agreement.
11. Inventory: WSI shall conduct physical inventories at Prestige Brands request; such inventory shall be conducted by WSI employees for which all costs associated with such inventories shall be at Prestige Brands expense. WSI shall conduct cycle counts of Prestige Brands goods stored on WSI premises. Such cycle counts shall be conducted no less than thirty (30) day increments commencing upon the receipt of Prestige Brands goods at WSIs facility so that the entire square footage of product stored is completed as least once every quarter.
12. Physical Inventory: At Prestige Brands request, a year-end physical inventory may be conducted at a date mutually agreeable and at Prestige Brands expense. Immediately following each physical inventory or cycle count, Prestige Brands and WSI shall adjust their book inventories to reflect the results of the physical count. Losses and gains resulting from cycle counts and the annual physical inventory will be accumulated during the year and netted to one number upon completion of the annual physical inventory. Within 30 days of completion of the annual physical inventory, Prestige Brands shall invoice WSI for any shortages at Prestige Brands manufactured cost based upon damage and loss variance allowance of .05% of the total cases received that year following the final reconciliation.
13. Movement and Storage of Product: WSI shall unload, stock and reload Prestige Brands product in accordance with Prestige Brands written direction. WSI will lot product by date code and ship product by batch code.
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14. EDI Capabilities and Reports: WSI agrees to support and abide by Prestige Brands EDI
expectations; this includes production of 940,943,944,945,856 and UCC-128 labels and 997,s. These transactions will be completed via FTP connection. Reporting will include the following:
Daily |
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Ship Confirmation |
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Open order reports |
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Bill of Ladings |
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Customer return tallies |
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Scan reports |
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Inbound receipts |
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Inbound appointment log |
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Exception report |
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Adjustment report |
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Chep pallet report (856) |
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Weekly |
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VAS production report |
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Handling Invoice |
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Freight Invoice |
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Monthly |
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Activity recap by SKU |
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Receipts by SKU |
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Shipments by SKU |
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Turns report |
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Stock status for finished goods |
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Stock status for VAS components |
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Critical inventory/short dated |
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Score cards |
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All reporting must be broken out by its general ledger hierarchy and all Invoicing PDU converted into open stock case equivalent.
15. Claims and Service Resolution: Both parties agree to resolve matters of claims and service complaints in a timely and reasonable manner.
16. Successors: Covenants, terms and conditions made and entered into by the Parties hereto are declared to be binding on their respective heirs, representatives and assigns.
17. Term of Agreement: The term of this Agreement shall commence after execution by the parties and shall continue in full force and effect for a period of thirty six (36) months from the time of first receiving and shall thereafter automatically renew for successive terms of one year 90 days prior to the expiration unless prior written notice of intention to terminate has been provided. If at any time either party shall be in continuing material breach of its obligations hereunder the non-breaching party may terminate this Agreement on 30 days notice. In the event that either party shall declare insolvency or bankruptcy the other party shall have the right but not the obligation to terminate this Agreement on 30 days notice. If the goals provided in Exhibit 2 to this Agreement are not substantially achieved within 18 months of the commencement of the term, Prestige Brands shall have the right, but not the obligation, to terminate this Agreement on 90 days written notice. It is expressly agreed and understood that the achievement of the goals specified in Exhibit 2 is a continuing and ongoing obligation. If after a period of acceptable performance a decline ensues such that the goals are not being substantially achieved, Prestige Brands shall have the right, but not the obligation, to terminate this Agreement on 90 days written notice.
18. Payment: All payments to WSI by Prestige Brands will be made by check with 30 day terms. A late payment of past due balance plus 1 ½% per month will be assessed against the outstanding balance of any past due invoices. Prestige may elect to pay by wire with no discount.
19. Waiver: No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
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20. Required Signatures: Execution of this Agreement is not complete or binding until all required signatures of Prestige Brands and WSI set forth below have been obtained.
21. Waiver of Liens: A waiver of liens will be required of WSI and is attached as exhibit 1 and is part of this agreement
22. Required KPIs: A list of required KPI goals are attached as exhibit 2
This agreement and any addendum, schedules or exhibits hereto contain the entire Agreement between and may be modified only in writing executed by both parties. This Agreement shall be governed by and construed under the laws of the State of New York as applied.
Warehousing Specialists, Inc. (WSI)
Prestige Brands, Inc. |
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By: |
/s/ Eric M. Millar |
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Title Senior VP of Operations |
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Date: |
4/13/2005 |
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Warehousing Specialists, Inc. (WSI) |
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/s/ Hilton A. Kahn |
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Title |
Principal |
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Date: |
3/28/2005 |
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Exhibit 2 KPI Requirements
Receiving Accuracy: Goal 98%
Inbound tally sent to PBI is accurate for item, lot and quantity against the packing slip or actual count. Example: If 70 tallies submitted in a week and 2 had errors the score would be 97.14%
Tally Timeliness: Goal 98%
Inbound receipts are made available for shipment by the next business day or earlier and tallies sent to PBI by the next business day.
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Ship/Chep Confirmations: Goal 100%
945s for all prior day shipments must be received by PBI no later than 08:00 EST
Inventory Accuracy: Goal 98%
A cycle count program ensuring the entire warehouse is counted on a quarterly basis must be established. Accuracy is determined by: Item, lot, expiry and quantity being correct on both stock status and physical location.
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Exhibit 10.2
TRANSPORTATION MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 13th day of April, 2005.
BY AND BETWEEN
Prestige Brands Inc., a Delaware corporation. hereinafter referred to as PRESTIGE BRANDS
AND
Nationwide Logistics, Inc., a Missouri corporation, hereinafter referred to as NLI
WITNESSETH THAT:
WHEREAS, PRESTIGE BRANDS desires to utilize the services of NLI in operating for PRESTIGE BRANDSs business, a complete transportation management function including but not limited to freight routing (inbound, replenishment, and outbound), freight bill payment and auditing, claims administration, proof of delivery procurement, report generation and automation, plus other administrative traffic duties, and compliance with tariffs by all involved parties; and
WHEREAS, NLI has agreed to provide the services required on the terms and conditions hereinafter set forth; and
WHEREAS, NLI has represented that it is skilled in all aspects of and laws relating to the traffic and transportation business and is capable of performing the transportation management services required by PRESTIGE BRANDS and willing to enter into this Agreement with PRESTIGE BRANDS.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, it is agreed by and between the parties hereto as follows:
1. Term of Agreement
2. Services Generally
(i) an average of 96% on-time pickup and delivery standard as defined in Addendum B in the aggregate for all PRESTIGE BRANDS loads routed by NLI during each fiscal year of the Agreement; and
3. Fees and Charges
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4. Insurance and Indemnity
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5. Relationship and Financial Responsibility
It is acknowledged that persons assigned by NLI to perform NLIs responsibilities under this Agreement will work closely with PRESTIGE BRANDSS organization, and some will work at PRESTIGE BRANDSS premises as designated by PRESTIGE BRANDS. These person(s) will work a minimum eight (8) hour day and at least a forty (40) hour week. The proposed NLI manager, as necessary, must meet the reasonable, mutually acceptable, requirements of PRESTIGE BRANDS.
NLI, its employees, temporary employees, subcontractors, representatives and agents shall, obey all laws and all company rules while present at a PRESTIGE BRANDS facility and/or working for the benefit of PRESTIGE BRANDS.
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6. Title and Ownership of Products.
6.1 Title and Ownership. All Products under the control of NLI and handled pursuant to this Agreement or which are otherwise in the care, custody or possession of NLI shall at all times be and remain the property of Prestige Brands. The Products shall not be subject to attachment or execution nor shall any person or entity have or acquire any right, lien or claim whatsoever with respect to the Products.
6.2 Waiver of Liens. NLI hereby expressly, knowingly and irrevocably waives the right to claim the benefit of any type of lien whatever which may be applicable to the work or services being performed and the services rendered by NLI. NLI hereby agrees to promptly procure, execute and deliver such documents evidencing the above-described Waiver of Liens as and when Prestige Brands shall request. WSI shall immediately notify Prestige Brands of any claims made or actions taken by any person or juristic entity with respect to the Products. In the event a claim for lien or a lien is filed against the Products due to or arising out of the activities of NLI, NLI shall promptly discharge all such items and shall post appropriate security in connection therewith satisfactory to Prestige Brands.
6.3 Survival. Expiration, termination or cancellation of this Agreement, regardless of cause or procedure, shall not in any way affect or impair the rights, obligations, duties and liabilities of NLI or Prestige Brands, pursuant to this Section 6.
7. Termination and Remedies Upon Default
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8. Notices
Any notices, reports and other communications under this Agreement shall be in writing and shall be deemed sufficiently given if and when received by the party to be notified at its address below or three (3) days after mailing by mail, return receipt requested, whichever is sooner, addressed as follows (or to such other address as may be designated subsequently in writing):
If to NLI: |
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If to PRESTIGE BRANDS: |
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Nationwide Logistics, Inc. |
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PRESTIGE BRANDS Inc. |
7140 N. Broadway Avenue |
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90 North Broadway |
St. Louis, Missouri 63147 |
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Irvington, NY 10533 |
Attn: Steve Weise |
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Attn: Eric Millar |
9. Startup Costs/Initial Management Reports
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10. Non-Compete/Exclusive Provider
11. Miscellaneous
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IN WITNESS WEREOF, the parties hereto have set their hands and seals on the date first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED BY THE PARTIES HERETO.
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Nationwide Logistics, Inc. |
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/s/ Hilton A. Kahn |
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Hilton A. Kahn |
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PRESTIGE BRANDS |
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/s/ Eric Millar |
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Eric Millar |
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Nationwide Logistics, Inc.
ADDENDUM A SERVICE COMPENSATION
For
Prestige Brands
NLI shall be compensated for its services based upon a transaction fee per case. This computation shall be as follows:
1. Carrier line haul rates and accessorial charges will be invoiced at cost on a weekly basis (based on 4 direct employees). The invoice will convert these costs to a rate per case which will allow for mutual setting of targets and ease of overall management of the program and
2. The NLI margin on all HBA (Health and Beauty) outbound shipments shall be charged a flat fee of $.065 per shipped case at the base volume of 3.3 million cases annually. To compensate for volume changes on a weekly basis Prestigebrands will be invoiced at rate per case based on a weekly fee of $4125.00 (fee could be adjusted based on mutually agreed to headcount changes as outlined in section 3.a.) divided by the total number of HBA cases. For example if 63,461 cases are shipped in a given week the following weeks invoice will reflect $4125.00 divided by 63,461 or $.065 per case conversely if 70,000 cases are shipped the invoiced NLI margin will be $.059 per case.
Note: In the event the HBA annual case volume falls below 2.64 million or increases above 3.96 million per year NLI and Prestige brands will develop a mutually acceptable cost per case fee which protects the NLI intended gross margin of 5% and reflects the increased or decreased fixed and variable labor cost structure.
3. The NLI margin on all HHG (House Hold) outbound shipments shall be charged a flat fee of $.083 per shipped case at the base volume of 5.5 million cases annually. To compensate for volume changes on a weekly basis Prestigebrands will be invoiced at rate per case based on a weekly fee of $8,789.00 (fee could be adjusted based on mutually agreed to headcount changes as outlined in section 3.a.) divided by the total number of HHG cases. For example if 105,769 cases are shipped in a given week the following weeks invoice will reflect $8,789.00 divided by 105,769 or $.083 per case conversely if 120,000 cases are shipped the invoiced NLI margin will be $.074 per case.
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Note: In the event the HHG annual case volume falls below 4.40 million or increases above 6.60 million per year NLI and Prestige brands will develop a mutually acceptable cost per case fee which protects the NLI intended gross margin of 5% and reflects the increased or decreased fixed and variable labor cost structure
4. Gain share shall be defined as the savings or increase from the established per case base that actually occurs on a cumulative basis at the end of each calendar quarter. The base will be established by taking the first six (6) months of actual freight cost data and converting said cost (line haul only) into a cost per case. For example, if 4.2 million cases (HHG) are shipped in the first six months of this agreement and the actual freight cost is $6.3 million dollars, the established cost per case would be $1.50.
If at the end of the first quarter after the base has been established ($1.50 per case) the actual case cost is calculated to be $1.40 the following calculation method would apply:
A) assume 2.1million cases shipped, gain share to NLI is 10% of net savings per case
B) $1.50 - $1.40 = ..10cents per case savings
C) .10 x 10% = ..01cents per case (NLI gain share amount)
D) .01cents per case x 2.1million cases = $21,000 gain share to NLI
If at the end of the first quarter after the base has been established ($1.50 per case) the actual case cost is calculated to be $1.60 the following calculation method would apply:
A) assume 2.1 million cases shipped, Prestige to receive 2% of net overage per case
B) $1.60 - $1.50 = ..10 cents per case additional cost
C) .10 x 2% = .002 cents per case
D) .002 cents per case x 2.1 million cases = $4,200 overage charge paid to Prestige
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Nationwide Logistics, Inc.
ADDENDUM B MINIMUM SERVICE REQUIREMENTS
For
Prestige Brands
Minimum Service Requirements:
The minimum service requirement, as identified in Section 2 of the Transportation Management Agreement, shall be defined as follows:
On-time service is defined as meeting any delivery appointment commitments per the actual scheduled appointment. On-time service will be measured on a cumulative monthly basis and will be defined as the percentage of deliveries meeting the on-time requirements.
On-time service performance benchmark will be defined as 96% on-time for carrier reasons only. NLI will provide Prestige Brands with a monthly service report that will identify all shipments and those shipments that failed to meet the actual scheduled arrival date. Any shipment that does not meet its actual arrival date will be designated with a code (to be set up by customer) to define the reason for the service failure. The service failure codes will be broken down into three major categories: Vendor Related, Carrier Related and Distribution Center related. NLI will only be responsible for maintaining said service level based on Carrier Related failures.
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Nationwide Logistics, Inc.
ADDENDUM C TRANSPORTATION MANAGEMENT SERVICES
For
Prestige Brands
NLI will handle all of Prestige Brands outbound transportation management functions. The inbound traffic management will be evaluated jointly by Prestige Brands and NLI by supplier location and if both parties mutually agree that NLI can generate cost and/or service benefits to Prestige through the management of the inbound freight NLI will initiate the management of said freight on a trial basis.
Compensation for the inbound freight will be based on a bid per lane basis only. The bid lane rates will be agreed to by PRESTIGEBRANDS and NLI prior to the movement
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Nationwide Logistics, Inc.
ADDENDUM E LOSS/DAMAGE CLAIM FORM
For
PrestigeBrands
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Amount of Claim: |
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Claim made for: |
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Claimants Invoice or P.O. Number: |
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Shipper: |
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DETAILED STATEMENT SHOWING DETERMINATION OF CLAIM: |
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Supporting Documents: |
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Claimant: |
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Signature |
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