DROP SHIP DELIVERY INSTRUCTIONS

1. Scope of the instructions

1.1. These Drop Ship Delivery Instructions (“Delivery Instructions”) comprise part of the Agreement between Buyer and Seller, as set out in the Option to Purchase.

1.2. These Delivery Instructions apply to the full exclusion of any other (own) terms Seller seeks to impose or incorporate.

2. Drop-Ship Standards

2.1. If Seller is providing Drop Ship Services, Seller shall:

   2.1.1. upload the correct tracking number after Buyer ordered the Goods via CI within the time as agreed in the OTP;

   2.1.2. provide to Buyer, via electronic means acceptable to Buyer, the valid electronic carrier tracking number and carrier code (listed in the approved carrier list);

   2.1.3. use all and only the packaging and labeling materials and content in connection with the Goods that are provided and/or identified by Buyer.

   2.1.4. use all and only the packing slips and returns instructions provided and/or identified via CI, by Buyer and do not include any address (other than a customer’s shipping address and the return address provided by Buyer) in or on any packaging or labeling in connection with the Goods;

   2.1.5. not include any branding or promotional inserts in or on any packaging or labeling in connection with the Goods, other than as provided and/or identified by Buyer;

   2.1.6. affix/attach a label to the upper right side of each carton of Goods.

   2.1.7. Deliver the Good to Buyer’s customer within the agreed shipping window.

3. Non Compliance Recovery Charges

3.1. Seller shall deliver the Goods in accordance with the Delivery Instructions. For every violation of an obligation under the Delivery Instructions, Buyer shall charge Seller the charges as described in Annex 1 (below). Payment of incurred charges does not release Seller from its obligations under these Delivery Instructions and compensation of real damages.

ANNEX 1 - Non-Compliance Cost Recovery Guidelines

These Non-Compliance Cost Recovery Guidelines (“Guidelines”) are designed to drive a better customer experience by ensuring that Sellers comply with the Delivery instructions and/or obligations of the Agreement and to outline the process and consequences for failure to do so.

I. Non-Compliance Cost Recovery charges
The Agreement sets out the Seller’s performance obligations. Where a Seller fails to comply with those obligations, Buyer suffers damages. Non-Compliance Cost Recovery (“NCCR”) is Buyer’s tool to recover these damages from Seller due to Seller’s breach of its obligations by means of incurring the applicable charges (“NCCR Charges”). Payment of the NCCR Charges does not release Seller from the instructions and/or obligations set out in the Agreement.

In the event that Buyer takes the view that Seller breached one or more obligations of the Agreement, Buyer reserves the right to deduct from payments due to Seller (or Seller shall pay Buyer, if no payments are due) the amounts corresponding to the breach, as set out in the Agreement and as specified in these Guidelines. Please note that a Seller may be charged NCCR Charges for more than one breach per unit sold under the Agreement.

A detailed summary of NCCR Charges that Buyer applies is listed below. Buyer will amend and/or update these Guidelines from time to time, in its sole discretion. Such amendment may include additional elements of the NCCR process. Any amendment to the Guidelines shall be considered as agreed upon signing the Agreement by Seller, or, in the event that Seller already signed an Agreement, fourteen days upon notification of the amended Guidelines, unless Seller objected to the amendment in writing.

II. Applicable NCCR Charges
Although any breach of one or more instructions and/or obligations of the Agreement can result in a NCCR Charge, Buyer reserves the right, in its sole discretion, to determine which NCCR Charges to charge Seller. The NCCR Charges that Buyer currently chooses to apply are the following:
   A.Late uploading of tracking number(s)
   B.Incorrect Return Addresses
   C.Seller Branded Materials
   D.Missing Packing Slip
   E.Out of Stock Goods
   F.Customer complaints about the delivery being late
   G.Wrong carrier used

If Buyer changes the breach categories for which it will charge NCCR Charges, it will immediately communicate this to all Sellers via email.

A. Late and incorrect uploading of (non) tracking number(s):

Seller is required to upload tracking numbers in accordance with the time periods set out in the Agreement.

Buyer and Seller may agree that a tracking number will be used to give visibility to a customer on the location of the order. If agreed upon, Buyer expects the tracking numbers to be (i) valid, (ii) active, (iii) uploaded in accordance with the Agreement and visible on the website of the used carrier and (iv) unique to the shipment in question. In the event that any of these requirements are not met, the tracking number shall be deemed incorrect (“Incorrect Tracking Number”).

Buyer will remove all Incorrect Tracking Numbers and will move orders back to status “OPEN”, until Seller uploads a correct tracking number. Please note that uploading an Incorrect Tracking Number may also result in uploading the tracking number late which will incur an NCCR Charge for late uploading as mentioned below. The aforementioned shall also apply in the event that parties agreed that Seller is entitled to ship the products with a non tracking number (as defined below).

If Seller does not upload the tracking number(s) within the agreed time period, Buyer may issue a NCCR charge of EUR 2 per unit that has been uploaded too late. Please note that shipping the order on time but not uploading tracking number(s) will also result in an NCCR Charge. For the avoidance of doubt, this also applies in the event that parties agree that Seller is entitled to ship the products by not using a tracking number (so called “non tracking number”). In such event, Seller shall upload the non tracking number within the same time as agreed for uploading a tracking number.

Example:

• 100 units sold
• 80 tracking number(s) uploaded within the prescribed time period
• 20 units not uploaded within the prescribed time period NCCR Charge: 20 units x EUR 2 = EUR 40(or equivalent currency).

B. Incorrect Return Address:
Seller shall always include the correct return address (provided by Groupon) on the shipping label and in the packaging information provided to Seller by Buyer. If Seller fails to comply with this instruction, Buyer shall charge a fixed NCCR Charge of EUR 500. Correct return addresses can be found in Appendix A.

Buyer will check compliance with these requirements by making test purchases and/or checking returned undeliverable units.

C. Seller Branded Materials:
All shipped items and packaging must be free of any non-Buyer branding or marketing materials. This excludes the branding of the product itself (e.g. Adidas shoes may have branded packaging, but may not include additional Seller materials on, or inside the package). If Seller fails to comply with this instruction, Buyer will charge a fixed NCCR Charge of EUR 500.

Buyer will check compliance with these requirements by making test purchases and/or checking returned undeliverable units.

D. Missing Packing Slip:
All shipped items must contain the packing slip provided and/or identified via CI, by Buyer. If Seller fails to comply with this instruction, Buyer will charge a fixed NCCR Charge of EUR 500.

Buyer will check compliance with these requirements by making test purchases and/or checking returned undeliverable units.

E. Out of Stock:
If Seller cannot provide the stock as agreed in the Agreement, Buyer shall charge an NCCR Charge of EUR 10 per unit of customer orders that Seller promised, but is unable to, deliver.

Example:

• 200 units reserved in Option to Purchase
• 100 units sold
• 10 units cannot be fulfilled NCCR Charge: 10 units x EUR 10 = EUR 100.

F. Customer complaints about the order being late
If a customer complains to Buyer because Seller has not delivered the Goods within the agreed delivery time, Buyer may be required to refund the customer. For each such refund arising from late delivery, Buyer will charge an NCCR Charge of EUR 2. For the avoidance of doubt this will be in addition to any cost of the refunded Goods that Buyer reclaims from Seller.

Example:

• 100 units sold
• 20 unique customer contacts complaining about orders delivered outside the shipping window who demand and receive refunds NCCR Charge: 20 units x EUR 2 = EUR 40.

G. Wrong carrier used
Buyer will provide Seller with a list of approved carriers for delivering Goods. In the event Seller ships Goods using a non-approved carrier (meaning a carrier not on the list of approved carriers provided by Buyer), Buyer will charge an NCCR Charge of EUR 2 per unit that is shipped by the non-approved carrier.

Example:

• 100 units sold
• 100 units shipped using a non-approved carrier (and consequently tracking codes cannot correctly be uploaded into CI)
• NCCR Charge: 100 units x EUR 2 = EUR 200

III. Multiple NCCR Charges
If a Seller breaches multiple instructions and/or obligations of the Agreement, there will be multiple NCCR Charges.

Example: -100 units sold 10 units not available 20 (non) tracking numbers were not uploaded within the agreed time period 10 units x EUR 10 = EUR 100 20 units x EUR 2 = EUR 40 NCCR Charge: EUR 100 + EUR 40 = EUR 140

IV. FAQs

• Can Seller dispute the decision to impose NCCR Charges?

Yes, Seller can dispute the decision to charge an NCCR Charge within 10 business days from the day Buyer notifies Seller of the NCCR Charge. To do so, Seller should use the contact details provided in the CI FAQs and provide a detailed explanation of the reasons for the dispute.

• How are NCCR Charges recovered by Buyer?

Buyer will withhold the amount of any NCCR Charge from the next payment owed to Seller. If Seller is not due any payments, Buyer will issue an invoice to Seller for the amount of the NCCR Charge.

• Currency of the NCCR Charge?

Buyer incurs the NCCR Charges in EURO (if applicable). The exchange rate is obtained and based at the time of charge back calculation from XE.COM.

V. Further developments:

These Guidelines will be revisited from time to time to ensure that the text and examples are up to date. Buyer reserves the right to further utilize the NCCR program and will provide notice in advance of any changes. A summary of all NCCR changes and revisions you can find below.

Appendix A - Return Addresses:

Shipped From	Maximum Weight	Maximum Dimensions	Returns Address
BE	30kg	L + 2xW + 2xH < 300, L < 150 (cm)	Groupon Returns Courtensstraat 1 8791 Beveren Leie BE
BE	>30kg	No restrictions	Groupon Returns Courtensstraat 1 8791 Beveren Leie BE
DE	31.5kg	120x60x60cm Max Girth of 360 cm	GROUPON Returns c/o ERNST SCHMITZ GmbH Black- u. Decker-Str. 17 65510 Idstein DE
DE	>31.5kg	No restrictions	GROUPON Returns c/o ERNST SCHMITZ GmbH Black- u. Decker-Str. 17 65510 Idstein DE
ES	30kg	length + height + width = 120cm	Groupon - CLIMACITY S.L. Calle Torrox nº 2 5ª 28041 Madrid ES
FR	20kg	Length 100cm, Length + circumference 150cm	Seller's return address
FR	>20kg	No restrictions	Seller's return address
GB	30kg	Length 250 cm, Length + Circumference 500 cm	GROUPON GOODS RETURNS  C/O ARROW XL  4 THE FORT WALTHEW HOUSE LANE  MARTLAND PARK  WIGAN  WN5 0LB  United Kingdom
GB	>30kg	No restrictions	GROUPON GOODS RETURNS C/O ARROW XL 4 THE FORT WALTHEW HOUSE LANE MARTLAND PARK WIGAN WN5 0LB United Kingdom
IE	20kg	Length 150 cm, Width + Circumference 300 cm	GPN, PO Box 111, Portlaoise, IE
IE	>20kg	No restrictions	GPN, PO Box 111, Portlaoise, IE
IT	30kg	length + height + width = 120cm	Resi GROUPON c/o FERCAM Via Cairoli Lotto 1 27030 OTTOBIANO (PV) IT
NL	30kg	100cmx70cmx58cm	Groupon Returns Eekboerstraat 25 7575 AV Oldenzaal NL
NL	>30kg	No restrictions	Groupon Returns Eekboerstraat 25 7575 AV Oldenzaal NL

Version 2.0 February 2017