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The following is an accurate reproduction of the Distributor Polices And Procedures from Miche Bag in 2009. We have attempted to reproduce it from a Word Document.
Content has not been altered.

Distributor Policies and Procedures

In the event of any conflict between these Policies and Procedures and the terms of the Distributor Agreement executed by you, the terms of the Distributor Agreement shall govern. Miche® Bag reserves the right to terminate a Distributor's distributorship upon any violation of the policies and procedures set forth herein.


Upon approval as a Distributor, an Account Executive was assigned to you. All communication should be directed to your Account Executive. He/she is there to assist you with any needs that you may have. Your Account Executive will also provide guidance on paths and opportunities that have provided success for other Distributors.

Order Placement

Upon approval your Account Executive will provide you an order form of what is available for that week. Orders should be sent to orders@michebag.com. Once submitted, an order CANNOT be changed. Following your initial order, updated order forms will be sent to you weekly, allowing you to order what is in stock for that week. You will then receive information on how to log in to our online order placement system for all subsequent orders. Orders are usually fulfilled within two business days. However, Miche® Bag reserves the right to decline any order if it provides notice thereof to Distributor with two (2) business days of order submission. Expedited shipping option will be available at the time of checkout.

Selection of a freight carrier is made by the Distributor, during online order placement, and Distributors assume all of the risk of doing so. Miche® Bag recommends that product be shipped via LTL Freight when an order of ten or more boxes is placed. This is the safest mode of transport in terms of product arriving to you complete without damage. This option is generally meant for delivery to warehouse docks. You can still use this option for delivery to residential locations; however, Miche® Bag does not provide a lift gate option. Should you need a lift gate, please make this arrangement when the carrier calls you to confirm your delivery. There will be an additional charge for this service.

Once your product is received via LTL Freight you must assess your shipment and note any missing or damage of product on the bill of lading (packing slip) while the carrier is still at the shipping location, and prior to signing the bill of lading. Failure to do so will nullify your opportunity for a claim. Please note, the FedEx shipping option does not require a signature or scheduled delivery. They will deliver the product to the ship to address. This is beneficial if you are not available during the day, but does not allow you to assess the shipment while the carrier is still present.

Web Policy

The corporate website is a tool intended for the benefit of all Distributors. The store locator was created to direct business to your local retail account. Please send complete store information on a Store Locator Update Sheet for any new retail location immediately to your Account Executive.

Individual websites by Distributors are only permitted if it is password protected and approved by your Account Executive. The website must require a login and password BEFORE anything associated with Miche® Bag is shown. It is required that your Account Executive is provided with the login and password to ensure the website follows the correct guidelines. In the next 3-6 months Miche® Bag will be releasing a new software program that will provide an opportunity to have a personal website.

All Miche® Bag distributors, and retailers, are prohibited from the sale and/or posting of pricing of any Miche® Bag product. This policy is for all web sites and/or any online transactional system including, but not limited to any online "shopping cart" system or other transactional system (such as Paypal). The sole exception to this policy will extend to password protected sites that are marketed only to customers originating from an offline method (example: A customer wishing to purchase online after visiting a distributor location as mentioned above).

Online direct marketing to any Miche® Bag distributor website will be 100% prohibited. This includes marketing through Paid Search (SEM), Natural Search Optimization (SEO), affiliate marketing, e-mail marketing, or display advertising (CPM). Exceptions to this rule include distributor listings on any local oriented website highlighting the offline nature of the distributor business, such as listings on YellowPages.com, CitySearch.com, and Google Local Listings.

Retail locations are encouraged and permitted to use the Miche® Bag Logo, and Miche® Bag Product Photos, stating they carry the product in their store, as long as the above mentioned policies are followed.

Distributors are responsible for the actions of their Rep's and retailers. As a Distributor you must be aware of how your Reps and retailers are marketing and representing Miche® Bag. Do not sell discounted product to someone in which you are unable to maintain responsibility.

Miche® Bag has authorized certain international websites. You will run across these sites during a routine web search. You will be able to identify these websites by the domain names as they typically do not end in a .com address.

Upon any violation of this Section III, Miche® Bag reserves the right to terminate the distributorship.

Pricing and Minimum Inventory Requirements

Section IV.I.
Minimum Inventory Requirements

Each distributor is required to maintain inventory on all current styles and the current Miche® Bag collection. Minimum order requirements for both the initial stock order and subsequent re-orders are as follows:

    Initial Order Requirements
  • Bases- 7 master cases with 16 bases per carton for a total of 112 bases.
  • Shells- 1 master case per available styles, each case contains 24 shells.

    Re-Order Minimums

  • Bases- 1 master case with 16 bases per carton.
  • Shells- 1 master case per available styles, each case contains 24 shells.
Initial product investment can reach up to $9,000-$10,000 with product and shipping combined. To remain an active Distributor with Miche® Bag you must purchase a minimum of $950.00 per quarter.

Section IV.II.
Premier Distributor Opportunity

1. Makes Miche® Bag a full-time profession. In other words, one cannot be a Premier Distributor if Miche® Bag is a hobby or the distributor is employed elsewhere full-time. Having a full-time employee meets this requirement.
2. Stocks each and every item offered by Miche® Bag.
3. Purchases an average of $10,000 of product, including retail sales, during each calendar month for three consecutive months.
4. Orders placed by a distributors defined retail accounts will count towards earning Premier Distributor Status and in your totals which define your discounts.
5. A Premier Distributor will lose his/her status as such if they fall below $10,000 in purchases during a calendar month. It will require two months of purchases above $10,000 to reestablish one's status as a Premier Distributor
Benefits provided to Premier Distributors:
1. Better pricing:
a. 5% discount on all product purchases, made during the month following any month in which distributor purchases product totaling $10,000 or more, as a premier distributor.
b. 10% discount on all product purchases, made during the month following any month in which distributor purchases product totaling $15,000 or more, as a premier distributor.
c. 15% discount on all product purchases, made during the month following any month in which distributor purchases product totaling $20,000 or more, as a premier distributor.
2. Opportunity to host and manage special retail events.
3. Receives preferential treatment regarding leads.
4. Premier Distributors will be the first to see new products and test them for the company.
5. Miche® Bag will pay ALL expenses to the annual conference including a Premier Distributor Only Day. A distributor must purchase over $10,000 per month for the entire year to receive this bonus. **Note: One fully paid experience per qualifying distributorship will be awarded. Partnered distributorships will have the opportunity to have a second participant at an additional charge. Because of the timing of this announcement, 2010 conference benefits will be figured using purchases from March 2009 through December 2009.
Miche® Bag reserves the right to modify any of the above privileges at any time at its sole discretion.

Section IV.III.
Distributor Referral Bonus
When an active Authorized Distributor refers a candidate who receives approval to operate as an Authorized Distributor to Miche® Bag a onetime $750 product bonus credit is issued. Miche® Bag reserves the right to determine if a referral qualifies for this bonus which is subject to change at any time without notice.

Return Policy

Section V.I.

Return Policy for Defective Product - At Miche® Bag we stand behind the quality of our product. In the unlikely event of receiving any defective merchandise, Miche® Bag will issue a product credit. This policy does not encompass normal wear and tear. Return information can be obtained from your Account Executive.

Claims for product that sustain damage during the shipping process must be handled according to the policies outlined in paragraph three of SECTION II.

Section V.II.

Customer Return Policy - Below is Miche® Bag's return policy, which is the responsibility of the Distributor to offer and uphold:

Product returns are accepted within 30 days of purchase. Original packaging and receipt required. Product must be in resalable condition. Refund will be issued based upon original tender (e.g. major credit card, cash).
If the policy is adhered to the returned product is able to be put back into inventory and resold.

Channels of Distribution

Primary channels for marketing the Miche® Bag include the following:

· Home parties
· Trade shows and exhibitions
· Boutiques, salons and other similar non-national retail
Section VI.I Home Parties

Home party events can be held in private residences, public meeting places, or office buildings. Distributors are strongly encouraged to only hold home parties within a reasonable distance of their residence. It is tempting to accept opportunities from family, friends or even new reps that are far away; however, you will find that the shipping costs and inability to service these customers are not worth the small gain. That being said, there are no exclusive boundaries for home parties. Miche® Bag does not permit other products, competing or not, to be sold or represented at the event.

Guidelines for directing a successful home party can be obtained by your Account Executive. You will be guided to a link allowing you to order all printed materials necessary for a successful home party.

Distributors shall have the right to appoint and sell product to independent contractors, or representatives (demonstrators) for sale of Miche® Bag products. This is accomplished solely by means of in-home parties of independent demonstrators. All Representatives order, purchase and delivery of all products shall be insured through Distributor. It is suggested that all Reps shall be appointed by Distributor to sign a copy of the Sales Advisor Agreement. No agreement between Distributor and any such Rep will in any way obligate Miche® Bag. Distributor will be responsible and liable for all acts and omissions of its Reps. Distributor will be responsible for assuring that Reps: (i) are informed of and abide by the policies and procedures of Miche® Bag, as such Policies may be amended and updated by Miche® Bag and distributed to Distributor from time to time; and (ii) are bound by the terms and conditions of the Rep Agreement for the benefit of Miche® Bag. Distributor will participate in and pass on to Reps all Miche® Bag discounts, incentives, rebates, and promotions required to be passed on as set forth in the Policies and will otherwise comply with the Policies with respect to discounts and promotions and all other matters.

Section VI.II
Expos, Tradeshows, Fairs

These avenues of distribution can be a good opportunity to sell product as well as recruit representatives and hostesses to grow your home party business. Such events are available on a first-come, first-served basis. If you are interested in exhibiting at an event and you are a distributor approved for this channel, simply contact the event promoter and secure your space. Miche® Bag suggests that when booking the event you insist that you are the only Miche® Bag representation at the show. Miche® Bag will not monitor or track events to ensure that there is only one representative. It is the sole responsibility of the Distributor to find out if they will allow more than one from the same company to participate. If the policy of the show allows such actions, it is at the discretion of the Distributor whether or not to participate in the event.


Miche® Bag reserves the right to terminate a Distributor's distributorship upon any violation of this policy. Please be aware that, similar to home parties, Miche® Bag is to be the only product sold/represented in the tradeshow space/ booth.

Wholesale or “wholesale cash-and-carry” shows are prohibited. With Miche® Bag's retail territory restrictions these shows often prove to be difficult to justify.

Section VI.III
Wholesale Sales

Selling to retail outlets is a channel of distribution available only to approved distributors. These outlets include boutiques, salons, and other similar retail establishments. National retail accounts (like Target, Nordstrom, etc.) are not permitted.

Wholesale distribution is an exclusive geographical protected channel to avoid the embarrassment of multiple distributors contacting the same retailer in an effort to sell them product. If it is unclear to you whether or not you have this right, your Account Executive can assist you.

Section VI.IV
National Accounts

It is never the intention of Miche® Bag to compete with its Distributors. In fact, this company goes to great lengths to avoid this, and directs all business possible to its distributors. However, from time to time a situation will arise that requires a direct relationship with Miche® Bag Corporate and one in which no distributor is involved. Please be advised that the following relationships currently exist:

Sub-section A. QVC: Miche® Bag's inaugural airing took place on QVC in August 2008. We cannot predict how long this relationship will last; however, we hope it is very long with a generous number of airings. This is not a significantly profitable venture for Miche® Bag. In fact, QVC has a reputation of being profitable for QVC and QVC alone. However, it is a well documented fact that when a product airs on QVC, the retail sales for that product skyrocket in the following weeks. Thus, Miche® Bag is hoping that its relationship with QVC will result in higher sales for distributors and greater brand awareness.

Sub-section B. Infomercial: In our very first days of business, Miche® Bag entered into an agreement with an infomercial company to produce and air an infomercial. The spot airs at random on various cable channels. Infomercials are known for boosting product awareness and sales. Distributors have benefited from the airing of the infomercial.

Sub-section C. Mall carts/kiosks: Miche® Bag has engaged a national cart program to sell Miche® Bag from carts. In the early days of Miche® Bag, our distributors opened dozens of carts and were not successful. We learned that cart businesses were more complicated than they appeared. Many distributors found themselves losing time and money on this effort while profitable efforts were ignored. The national cart program will never be the lowest price, they must sell at a minimum 4 -5 times mark up in order to succeed. Currently there are less than 10 such carts operating nationwide.

Sub-section D. Specialty Events: Miche® Bag may be selling its product in large warehouse type locations via their special events or “road shows.” These are 10-day events in which the product is displayed and sold in a specially designated area. After the 10-day period is over the space is vacated and the product is no longer available.

Public Relations Kit

If you have not already contacted local media and publishers, this should take place immediately. Please request a “PR Kit” from your Miche® Bag representative if you have not received one already. This kit includes letterhead and samples of personalized letter, product samples, a PR DVD and Miche® Bag Fact Sheet. Please research your local TV stations, newspapers and magazines and personally deliver a PR kit to each one. This is a great opportunity for free advertising and should be discussed with your Account Executive.

Code of Conduct and General Obligations of Distributors

In addition to the foregoing, Distributor shall:

· Pay all expenses incurred in performing the services outlined in this Policy and in otherwise performing Distributor's obligations under this Policy;

· Conduct business in a manner that reflects favorably at all times on the products and the reputation of Miche® Bag;

· Promptly and accurately report to Miche® Bag any complaints and problems with any product;

· Refrain from any and all deceptive, misleading, or unethical practices that are or may be detrimental to Miche® Bag or its reputation, including, without limitation, misleading representations with regard to Miche® Bag or the product;

· Assist promptly in executing Product recalls as reasonably directed by Miche® Bag, which will include, without limitation, providing all services in connection with each such recall to Reps on behalf of Miche® Bag, at Miche® Bag's expense;

· Respond promptly to sales leads, referrals, and transfer orders furnished by Miche® Bag or by its other Distributors or Reps;

· Maintain a properly trained and equipped sales staff for the Products, including, without limitation, making its sales personnel available to Miche® Bag for training in the use and sale of the products and coordination of sales efforts;

· Implement such promotional programs as Miche® Bag may reasonably request;

· Provide to each Rep all Policies, safety, warranty and other documentation provided by Miche® Bag relating to the products;

· If requested by Miche® Bag, act as a liaison in connection with the resolution of any dispute between a Rep and Miche® Bag;

· Exercise best efforts to insure that each Rep complies with the Policies as outlined by Miche® Bag;

· Comply with all Policies (including, without limitation, the product return policy of Miche® Bag);

· When registering for a business name it is not permissible to use the name “Miche® Bag” unless a location description accompanies the name. Such acceptable examples may be “Miche® Bag of Farmington” or “Miche® Bag by Shelly”;

· Refrain from selling or otherwise distributing the products except at Permitted Outlets; and

· Comply with all federal, state, local, and other laws, statutes, ordinances, regulations, and rules applicable to the promotion, marketing, advertisement, offer for sale, sale, and delivery of the Products and the recruitment of Reps and otherwise applicable to Distributor's performance of this Policy.

Independent Contractor; Not a Franchise or Business Opportunity

Distributors will perform their duties solely as independent contractors. No term or condition nor any manner or method of payment shall create any relationship between Miche® Bag and Distributor. Distributor shall not in any way, at any time, or under any circumstances be, or be construed to be, an employee, partner, agent, or joint venture of Miche® Bag. Distributor shall have no right or authority to assume or create an obligation of any kind or nature, express, implied, or statutory, on behalf of Miche® Bag or to accept service of any legal process addressed to or intended for Miche® Bag. Distributor shall not at any time represent itself or hold itself out as an employee, partner, agent, or joint venture of Miche® Bag.

The relationship between Miche® Bag and Distributor is that of a product distributorship only and does not constitute a franchise or business opportunity relationship under Federal Trade Commission and various state rules and regulations; to wit, no payments are made to Miche® Bag except for the purchase of products at regular, published wholesale prices in quantities sufficient to maintain an inventory of products to adequately promote and sell products to its customers and to serve its demonstrators. Other than its limited warranty of the products described elsewhere in this document, Miche® Bag makes no representations or warranties with respect to the business to be conducted by Distributor.

Miche® Bag makes no (and disclaims any) written or verbal representations or warranties, either express or implied, relating to (i) the duration of the relationship created hereby, (ii) the circumstances under which Distributor may be terminated, (iii) the size of the market for the products, (iv) the amount of business that Distributor can or may expect to receive; or (v) the income that Distributor can or may expect to generate in connection with the sale of the products.


Printed Name: _________________________________

Date: ___________________________________

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