Sales and Distribution Policy

Purpose

This statement sets forth the marketing policy of Hooker Furniture Corporation, including its wholly owned subsidiary entitles Bradington Young, LLC and Sam Moore Furniture, LLC (herein collectively “HOOKER”) as it relates to the retail distribution of HOOKER furniture; that is, the sale of HOOKER furniture from the manufacturer directly to retail furniture stores which sell directly to consumers. HOOKER desires to achieve an overall market structure which will permit HOOKER to provide products of excellent quality and value through a stable network of quality retail furniture dealers.

Basic Distribution Policy

HOOKER seeks a stable network of quality retail furniture dealers who can stock, display, promote, sell and service the HOOKER line of furniture in accordance with the quality of the furniture. It is of particular importance to HOOKER to be adequately represented but not over-represented in any marketing area since over-representation may lead to the loss of HOOKER’S prestigious image and may reduce the incentive for dealers to engage in promotional activities. Generally, it is the policy of HOOKER to select retail furniture dealers who will market its products in appropriate surroundings in the most efficient, tasteful and effective manner. This is in keeping with our long-range objectives of providing the best possible service to our customers and preserving the prestige and status of our products and trade names. It is the policy of HOOKER not to sell its products to any retail furniture dealer who adopts distribution or sales methods which are detrimental to HOOKER’S own lawful interests, or which bring discredit to the products or trade names of HOOKER.  For these reasons, it is the policy of HOOKER not to sell its products to retail furniture dealers who sell HOOKER products at unauthorized locations, through unauthorized divisions, or to unauthorized dealers. It is believed that over-representation of HOOKER as well as sales of HOOKER in retail establishments which fail to meet the guidelines of this policy, would be detrimental to the HOOKER line.

Accent Chests, Consoles and Credenzas that are sold by HFC with a product code of -50 or -85 are NOT manufactured, offered for sale, marketed or advertised to the retailer or final consumer by the foreign producer, foreign exporter, or US importer as wooden bedroom furniture or for specific use in any bedroom.

Our Luxury Motion by Bradington-Young product is restricted to in-store sales only and must be offered for sale ONLY within the retailer's approved trading area.  The product can not be advertised for sale, whether online, by phone, fax, email or any other means, for delivery outside of the retailer's standard and approved trading area without the expressed approval of the president of Bradington-Young.  Any exceptions to this policy may result in immediate termination of the retailer's authorization to offer for sale any Luxury Motion by Bradington-Young, whether in-store or otherwise. 

Policy Application

HOOKER believes each furniture retailer must determine his own business policies. Accordingly, HOOKER acknowledges that the dealer may decline at any time to do further business with HOOKER if the policies set forth in this statement are unsuited to his business or if for any other reason the dealer deems it to be in his best interest to drop the HOOKER line. Correspondingly, the dealer understands and agrees that HOOKER reserves the right, upon such notice as the company deems reasonable, to withdraw any part of its line or to decline to do further business with any dealer for any reason the company deems to be in its best interest. Although the company reserves this right, the following are some but not all of the reasons that such terminations may take place

• Failure to pay invoices when due
• Inadequate sales
• Excessive order cancellations
• Excessive and/or unauthorized chargebacks
• Inadequate service to customers
• Inadequate stocking, display or promotional efforts
• Inadequately trained personnel
• Misleading advertising

Sale of HOOKER products at unauthorized locations or other than to customers or authorized HOOKER retail furniture dealers

“Selling away” from HOOKER products

Image within the trading area not consistent with that maintained by HOOKER Furniture

All decisions relating to which portions of the line a dealer may sell, or withdrawing portions of the line, are made by the territory representative. Decisions terminating a dealership are made in the company’s home office. Neither sales representatives not the company will entertain complaints from retail furniture dealers about other dealers. This sales and distribution statement may be supplemented or amended at any time and from time to time.

GENERAL POLICY FOR PROMOTING HOOKER FURNITURE PRODUCTS ON THE INTERNET

Hooker Furniture Corporation, including its wholly owned subsidiary entities Bradington Young, LLC and Sam Moore Furniture, LLC (herein collectively “HOOKER”) maintains Web sites at the following URL addresses: www.hookerfurniture.com; www.sammoore.com; and www.bradington-young.com for the purpose of promoting its products, educating consumers about furniture, and directing consumers to their local retailers. As noted in its Sales and Distribution Policy, HOOKER is interested in principally conducting business with qualified retailers who will “stock, display, promote, sell and service” HOOKER products in “bricks and mortar” retail store locations in their market area.  Notwithstanding this fact, the conduct of commerce over the Internet is rapidly expanding and HOOKER understands that certain of its retailers may wish to market and/or promote HOOKER products on their websites. As a result, HOOKER has developed and implemented the following policies regarding the advertisement and marketing of HOOKER products on the Internet. With the limited exceptions permitted below, HOOKER dealers must limit their advertising and solicitation of sales of HOOKER products to their local geographic area including local television, radio, newspapers and other publications.

All authorized HOOKER retailers may advertise on the Internet in order to inform their local market about the availability of HOOKER products in their store. The limited right of authorized retailers to promote and advertise on the Internet is contingent on completion of this form and upon compliance with the Internet policy guidelines outlined below. This Internet policy supplements HOOKER’s sales and distribution policy.

HOOKER provides a limited right to the use of its name, graphics and hypertext links to the HOOKER web pages on authorized retailer web sites under the following conditions and with the following limitations concerning internet use:

1.        HOOKER owns all Intellectual Property related to the products it sells and distributes. The term “Intellectual Property” includes the following:

1.        All copyrights and all other rights of any kind or nature to any form or medium of expression;

2.        All trade secrets and any other protection for confidential information;

3.        Patents and patent applications;

4.        Any items artwork or other matters which are protect able or may properly be registered or protected under any copyright, patent, trade secret, confidentiality or other similar laws;

5.        Trademarks and trade names; and

6.        Any other similar rights or interests recognized by applicable laws, related to, or associated with HOOKER’s products.

2.        HOOKER grants a non-exclusive and limited license to authorized retailers to utilize HOOKER names and other Intellectual Property for purposes of advertising and promoting HOOKER products on the internet.

3.        Retailers must maintain good financial standing with HOOKER.

4.        Copying HTML and other codes from HOOKER’s websites to use on another website is prohibited.

5.        Using deceptive language, which implies that a retailer has greater rights or privileges from HOOKER than actually granted or greater than other retailers is prohibited.

6.        Only current, up-to-date information may be used. Retailers must keep HOOKER advised of all URLs they utilize to display, advertise or market HOOKER products.

7.        Promotional information must be done in good taste and must be consistent with HOOKER’s corporate goals

8.        Retailers must comply with all other applicable HOOKER policies and may only display HOOKER products they are authorized to sell.

9.        Retailers may not use HOOKER’s name in any part of the retailer’s website URL address.

10.     Retailers may not advertise, or display HOOKER’s products or images on any auction site or comparative shopping site, such as EBay, Yahoo auctions, Nextag, Calibrex, Craigslist or any similar web site.  Sales of HOOKER products online through auctions, or reverse auction sites of any kind are expressly prohibited.

11.     Retailers may not advertise or list for sale any HOOKER products on any third party marketplaces (such as Walmart.com, Amazon.com, Houzz.com, etc.) without expressed written permission of either the VP Corporate Marketing or Sr. VP Sales of Hooker Furniture.  No other person is authorized to provide such approval.

12.     HOOKER reserves the right to modify or amend these conditions at its discretion as warranted.

13.     Retailers will indemnify, defend and hold HOOKER harmless from and against all costs, damages, claims (threatened or actual) and expenses, including reasonable attorneys’ fees, which may arise, develop or derive in any way from Retailer’s website or unauthorized use of HOOKER’s Intellectual Property on the Internet.

14.     HOOKER reserves the right to withdraw approval for the display, advertisement, promotion or sale on a web site of HOOKER products by any authorized retailer at any time for any reason or for no reason in HOOKER’s sole discretion.  Upon notice of such revocation of approval, the affected authorized retailer will immediately remove any objected-to HOOKER Intellectual Property or information regarding HOOKER products from the internet web site.

15.     HOOKER reserves the right to restrict products/collections from Internet exposure in a total or a limited basis.

16.     Retailers may not enter into any Internet marketing partnerships, joint ventures or relationships for the marketing, advertisement, sale and distribution of HOOKER products on the Internet without the prior written approval by HOOKER senior management before implementation. HOOKER reserves the right to prohibit such relationships in its sole discretion.

17.     Retailers must provide HOOKER a draft of their internet web site prior to offering HOOKER products for sale online and must obtain HOOKER home office written approval of the language regarding HOOKER products.  

18.     Retailers who sell using the Internet and have product shipped to consumers, must utilize a HOOKER approved carrier to pick up HOOKER products and provide “white glove” delivery service to purchasers of HOOKER products.  HOOKER considers “white glove” delivery service to include but not be limited to delivery by a reputable home delivery provider to the consumer, opening of HOOKER cartons on site, inspection, complete set-up and “deluxing”, with proper removal of shipping materials.  Retailers must also meet consumers’ reasonable after-sale expectations by providing appropriate and reasonable follow-up warranty service.

HOOKER FURNITURE INTERNET MINIMUM ADVERTISED PRICE (“IMAP”) POLICY:  Retailers are free to advertise and sell approved Hooker products online for any price they choose.  However, for “E-Commerce” and “Hybrid” Retailers as defined below only, any HOOKER item(s), advertised and/or offered for sale under any of its “Hooker”, “Bradington Young” or “Sam Moore” brands, will not continue to be sold for a period of ninety (90) days by HOOKER to any Retailer that for the first time, includes advertised prices for HOOKER an item(s) on its website or advertises, offers for sale on its website or communicates by means of live chat, email or telephonic/facsimile communication any individual item(s) at an Advertised price, as defined herein, that is less than the established HOOKER “Internet Minimum Advertised Price” (“IMAP”) as those IMAP prices are set from time to time and communicated to retailers by HOOKER. Any use of coupon or promotion codes must be approved in advance and in writing by Hooker Furniture. Notwithstanding the foregoing, if a Retailer is advised of a first infraction of this IMAP Policy and, within two (2) business days, corrects the infraction, and does not violate the IMAP Policy on that item(s) for the succeeding three months, shall not be considered as having violated the IMAP Policy.

A Retailer who has once violated the IMAP Policy on an item(s), and violates the IMAP Policy a second time on the same item(s) (either by not correcting the first violation or incurring a second violation within the following ninety (90) days), that Retailer will not be permitted to advertise or purchase the item(s) that are involved in the second violation for a period of ninety (90) day following notification by Hooker of the second violation.  A Retailer who has twice violated the IMAP Policy, and violates the IMAP Policy a third time, that Retailer will not be permitted to advertise or purchase the item(s) that are involved in the third violation for a period of twelve (12) months following notification by Hooker of the third violation. Following notification of the Retailer by HOOKER of the third violation, the Retailer may reapply to HOOKER for permission to purchase HOOKER products after a period of one (1) calendar year.  HOOKER may, in its sole discretion, permit the Retailer to recommence purchasing the item(s) and/or may condition such purchase on any requirements or conditions satisfactory to HOOKER.

If a Retailer has been notified that an item(s) is no longer eligible for purchase for a period of time, the Retailer is notified that their right to use the associated copyrights, images, trademarks or product copy and data is also suspended for the notated period of time.  All data on that item(s) should be immediately removed from Retailer’s website and marketing materials and not used on Retailer’s website or otherwise until such time as the Retailer has been reauthorized to purchase that item(s). The Retailer further understands that Hooker will accept no responsibility and/or associated liability for any orders accepted by the Retailer during any period which the Retailer’s right to advertise and offer for sale any item (s) is suspended.

Hooker Furniture products that are returned by consumers may be resold online by an ecommerce retailer.  Such items may be sold under IMAP but it must be made very clear on the site that this item is a return or a transit cancellation.  Such items should have an obvious description in the title and description that clearly states that this item was a return (may be called an “Open Box Return”).  The image on such items should be of the actual item and not a standard new product image provided by Hooker.  Cancelled orders that are not returns and are still sealed in their factory cartons cannot be classified as an “open box return” item and must be advertised at the IMAP price.

When a Retailer advertises a Hooker Furniture, Sam Moore or Bradington-Young product on the internet and that product is available in different “grades” that affect the IMAP price (such as fabric options), the Retailer must provide the “range” of advertised prices for the product or the Retailer must clearly state that the price shown is the “Starting Price” for the item(s) and that the actual item(s) price may be higher.

HOOKER does not seek, and will not agree with Retailers about prices to be charged.  Decisions to end distribution of any collection or product to any Retailer for violation of this policy will be made by HOOKER unilaterally, without consultation with that Retailer or any other Retailer.  “Advertised price” as that term is used herein, shall mean the Retailer’s total Internet advertised price reduced by the wholesale value of any associated premium, gift, and/or promotional item given away with the sale of the products covered by this policy.  The Advertised price, as defined above, may not be less than the published IMAP price for any individual item. HOOKER will make the determination of Advertised price unilaterally. Retailer complaints are neither solicited nor encouraged. HOOKER and its agents and employees will not engage in any discussion with a Retailer about any information received regarding another Retailer’s prices, or action that may be taken or has been taken by HOOKER.  HOOKER will not take action on any information received, but rather will make its own independent determination. HOOKER’s IMAP policy is a unilateral statement of the terms on which HOOKER will do business with Retailers. HOOKER neither seeks nor will it accept retailer agreement with or to this policy.

Retailer Definitions:

• “E-Commerce Retailer”:  a Retailer that sells more than 60% of its Hooker, Bradington-Young or Sam Moore products (collectively or separately as determined by HOOKER) to consumers that have never visited Retailer’s store(s) and who reside outside the local trading area of Retailer’s store(s) (as determined by HOOKER).  In addition to application of the IMAP Policy, HOOKER will delay selling to E-Commerce Retailers for a period of at least 24 months products that HOOKER designate from time to time as being “Local Market”, embargoed products.
• “Hybrid Retailer”:  a Retailer that sells between 15% and 60% of its Hooker, Bradington-Young or Sam Moore products (collectively or separately as determined by HOOKER) to consumers that have never visited Retailer’s store(s) and who reside outside the local trading area of Retailer’s store(s) (as determined by HOOKER).  In addition to application of the IMAP Policy, Hybrid Retailers may not advertise products designed by HOOKER as “Local Market” embargoed products outside their local trading area by any means other than unpaid organic searches of their store’s website.
• HOOKER will notify Retailers of their classification as E-Commerce or Hybrid Retailers.

Distribution Channels and Sub Channels

• Catalogs
• Clubs
• E-Commerce
• Interior Design
• Boutiques
• Commercial
• Interior Design Firm
• Sales Rep Account
• Sole Operator Design Firms
• To the Trade
• International
• All Other Countries
• Large Independent
• Lifestyle
• Major Furniture Chains
• Mass Merchants
• Rental
• Small Independent

Hooker Furniture Corporation Repair and Replacement Policy

We expect our dealers to handle normal deluxing of our furniture as a service to their customers.  This should include dusting off the unit, touching up minor scratches, leveling to align doors and drawers and other minor steps necessary to make the furniture satisfactory for use in the home.

If the item appears to be damaged, file a claim with your carrier immediately.  All freight claims must be filed within 15 days of receipt.  If a dealer is unsure if product is defective or damaged, they should contact their Hooker Furniture sales representative AND the carrier.  Once the Hooker Furniture sales representative and/or carrier have made a determination, the dealer should utilize the following guidelines:

If the item is defective, the following guidelines apply

1)       Repair Parts and Replacement Items

a)        Defective parts under warranty are replaced at no charge, freight prepaid

b)       Part Orders: should be placed by using the dealer website at www.hookerfurniture.com or by phone, fax, email or mail.

i)         The Hooker Furniture part number(s) and original invoice number for the part(s) needed, along with a general description of the reason, must be on the order.  The Hooker Furniture part number can be found on the dealer website www.hookerfurniture.com

(1)     Log on to the dealer site using your user name and password

(2)     Enter item number and click search

(3)     Under “Item results”, select the item

(4)     Select “order parts” and follow the instructions.  (you can access the official parts card from this area of the website)

c)        Replacement Items

i)         Hooker Furniture requires photos and possible inspection by the Hooker Furniture sales representative for all replacement items.  The Hooker Furniture sales representative will determine if a replacement is appropriate.

ii)       Disposition of the defective unit will be determined by your Hooker Furniture sales representative.  Before credit can be issued, proof of disposition must be provided to Hooker Furniture:

(1)     If an item is transferred to a salvage dealer, a bill of lading must be provided by the dealer requesting the transfer.  The bill of lading must be received by customer relations (fax# 800-388-2289) within 30 days of the transfer

(2)     If the Hooker Furniture sales representative determines a donation is best, the dealer must send a donation receipt to customer relations (fax# 800-388-2289) within 30 days after the receipt of replacement piece

(3)     If a unit is defective beyond repair, your Hooker Furniture sales representative can request the unit be disposed of by the dealer and the Hooker Furniture sales representative will inform customer relations.  In order to receive credit for the disposed unit, the dealer must provide customer relations (fax# 800-388-2289) with written confirmation of disposal within 30 days

(4)     Hooker Furniture does not normally accept returns.  Under certain circumstances, a Return Authorization request may be submitted by the Hooker Furniture sales representative and, if approved, will be issued by customer relations.

(a)      Hooker Furniture will select the carrier

(b)     Dealer is responsible for proper packaging of returns

(c)      Improper packing or no packaging will result in less than full credit

(d)     Merchandise must be returned within 60 days

2)       Repair Bill

a)        Under $100.00, submit to customer relations (fax#800-388-2289) for approval

i)         Copy of the paid bill for actual repair work must be submitted within 30 days of repair date. If approved, credit will be issued to your account.

ii)       No credit issued for travel time, service calls or taxes

b)       Over $100.00, contact your Hooker Furniture sales representative

i)         Photos will be required and a possible inspection to be made by your Hooker Furniture sales representative

ii)       Authorization may be made by your Hooker Furniture sales representative of one of the following:

(1)     Authorizing a charge back for the repair of unit

(2)     Allowance to keep the unit “as is”

(3)     Replacement of the unit if repairs are not cost effective

3)       Damaged Goods

a)        Obvious carton damage:

i)         Do not withhold payment for freight damaged goods – it is your freight carrier’s responsibility to resolve freight damage issues

ii)       Dealer should refuse item(s) and make notations of damage on BOL or open the carton(s) and perform a complete inspection of the product(s)

iii)     File claim according to carrier instructions – Remember, claims must be filed within 15 days

b)       Concealed damage

i)         Contact your carrier to file a claim, and the Hooker Furniture traffic department (phone 276-632-2133)

4)       Shortages

Hooker Furniture requires that customers report any possible shortages immediately upon receipt into their facility. It is our expectation to be informed promptly so that a timely effort can be made by Hooker Furniture, our customers, and our carriers to determine the nature, accuracy, and cause of any suspected shortages. If this notification is not received within 72 hours, Hooker Furniture cannot honor any deductions for shortages or offer replacement items at no charge.