June 2026

SUPPLY CHAIN TRANSFORMATION - RESALE

ORDERING AGREEMENT MASTER TERMS

AND CONDITIONS

FOR INFORMATION CONTACT:

Defense Commissary Agency Resale Contracting Division

1300 E Avenue Fort Lee, VA 23801-1800

Telephone 804-734-8000 Ext. 48110

TABLE OF CONTENTS

DESCRIPTION PAGES

I. Definitions .............................................................................................................. 3-10 II. Execution of Resale Ordering Agreement (ROA) ............................................. 10-11 III. Pricing Requirements

A. Price Warranty .................................................................................................. 11-12 B. Submission of Prices ........................................................................................ 12-15

IV. Orders Against Resale Ordering Agreements V. Changes to Approved Items VI. Changes to ROAs ................................................................................................... 15-16 VII. Promotional Agreements VIII. Brand Name Merchandising Programs IX. Electronic Data Interchange (EDI) Trading Partner Agreement (TPA) X. CONUS Requirements

A. DIBS-FDS Ordering and Receiving B. Invoicing and Payment Procedures

XI. OCONUS Requirements A. DeCA Overseas Ordering and Receiving System (DOORS) B. Invoicing and Payment Procedures C. Cube Utilization and Fill Rate for Overseas Source Load Container Program……17 D. Instructions for Source Container Load Shipment of Items in Sea Containers….. 17 E. Status of Forces Agreement (SOFA) Logistics Support ................................... 17-18 F. Drawback Provisions for Exported Brand Name Items ............................... … 18 G. Export Certification Requirements H. Distribution of Certificates

XII. Point of Receipt Guidelines XIII. Inspection Requirements ....................................................................................... 18-21 XIV. Untimely Delivery of Brand Name Shipments XV. Variation in Quantity XVI. Vendor Credit Memorandums (VCM) XVII. Merchandise Coupons XVIII. Liability to Third Persons XIX. Installation Access Requirements ........................................................... …… 21-22 XX. Swell Allowance Discount %

DESCRIPTION PAGES

XXI. ROA Contingency Operations XXII. Changes in Contractor Authorized Brokers XXIII. List of Documents for Brand Name Resale Items

Additional Clauses:

SOFA Contract Clause (USFK Reg 700-19) ................................................................................. 22-26 Additional Provisions and Clauses FAR 52.204-99 System for Award Management Registration (Deviation) ................................... 27-30 Addendum to FAR 52.212-3 Alt 1 FAR 52.212-5 (Deviation) ............................................................................................................. 31-33 DFARS 252.212-7001 (Deviation) Authorized Deviations in Clauses Clauses Incorporated by Reference ................................................................................................ 33-35 FAR 52.209-7 Information Regarding Responsibility Matters ...................................................... 35-36 DFARS 252.209-7999… ................................................................................................................ 36-37 DFARS 252.212-7000 Offeror Representations and Certifications-Commercial Items ................ 37-38

Persons Authorized to Bind the Contractor .................................................................................... 38-39

Freedom of Information Act Notice

ATTACHMENT

Electronic Data Interchange Trading Partner Agreement ............................................................. 40-42

All terms and conditions of the existing ROA that are not expressly modified by this Modification, including provisions not revised or marked “Reserved,” remain unchanged and continue in full force and effect.

I. DEFINITIONS

RESALE ORDERING AGREEMENT (ROA):

A written agreement (the “Agreement”) negotiated between the Defense Commissary Agency (DeCA) and the Supplier/Broker/Contractor/Manufacturer (referred to as the “Supplier” or “Contractor”) that consists of master terms and conditions for identifying authorized brand name products and the established Cost of Goods (COG). For order products classified under the Frequent Delivery System (FDS), this instrument operates as a no-cost contract where DeCA will generally not purchase or pay for items directly from the Supplier. Instead, the Supplier shall make goods available for sale to DeCA-authorized distributors at the Supplier negotiated COG under this ROA. The authorized-distributors may purchase the goods through a separate contract directly between the distributors and the Suppliers. DeCA reserves the right, when authorized by the Contracting Officer or authorized ordering official, to apply DSD or DSD-S ordering procedures to products otherwise classified as FDS items under this ROA.

Applying DSD or DSD-S ordering procedures to an FDS item does not reclassify the item as a DSD or DSD-S product for purposes of the standard FDS distributor framework. This modified ROA definition does not apply to Direct Store Delivery products (DSD and DSD-S) which DeCA will purchase in accordance with the terms and conditions that existed in the Agreement prior to this modification.

This ROA contains mandatory provisions and clauses from the Federal Acquisition Regulation (FAR), Defense FAR Supplement (DFARS), and DeCA local provisions and clauses. It also provides the basic terms and conditions which apply to ROAs issued by DeCA covering both the Continental United States (CONUS) and Outside CONUS (OCONUS) locations.

Brand name resale items authorized to be ordered by DeCA’s distributor(s) or for DeCA's use are limited to those items contained in the DeCA Catalog Master File (CMF) and the Regional CMF. In order for an item to be on a CMF, it must be presented on DeCA Form 40-15, New Item & File Maintenance Form, and approved by the Marketing Business Unit or Regional Merchandising personnel. All brand name resale items must be certified by the manufacturer or its representative, as being available for sale in commercial stores under the same brand name, as required by 10 U.S.C. § 2484(f). The certification will be subject to the provisions of Title 18, United States Code, section 1001. All brand name resale items that are presented on DeCA Form 40-15 and approved by DeCA will become part of the ROA.

The Supplier must stipulate where their products are available and at what COG based on DeCA's Price Zones worldwide. The Supplier shall ensure items are made available for fulfillment to DeCA locations through DeCA-authorized distributors. In instances where DeCA exercises its right to order directly, the Supplier shall deliver such items only if and when called for by the Contracting Officer or authorized individuals located within DeCA, to include its Commissaries or Order Processing Points (OPP).

BRAND NAME: A “brand name” commercial item is an item procured by brand or trade name without reference to a specification. The brand name commercial item for resale within a commissary must also be a commercial item that is regularly sold outside of commissary stores under the same brand name as the name by which the commercial item will be sold in, at, or by commissary stores. In determining whether a brand-name commercial item is regularly sold outside of commissary stores, only sales of the item on a regional or national basis by commercial grocery or other retail operations consisting of multiple stores, shall be considered.

Additionally, this limitation does not restrict the introduction of new items into the commissary system when their release to the commissary system is simultaneous with their introduction in the commercial sector. (The “introduction of new items” in this context is defined as being introduced and accepted for resale.) [Reference: 10 U.S.C. § 2484(f)].

BROKER: An official representative authorized by the manufacturer to act on the manufacturer's behalf to fulfill contractual requirements.

CENTRAL DISTRIBUTION CENTER (CDC): Is an accountable commissary unit which provides merchandise support to multiple commissaries from a central warehouse, not normally co-located with a commissary.

COMPUTER ASSISTED ORDERING (CAO): CAO is an automated order forecasting and generation system that utilizes historical sales data, limited human intervention, and seeks to achieve management of a Just-In-Time inventory. CAO is used to order products classified under the Frequent Delivery System (FDS). Stores must have an FDS delivery at least once a week in order to utilize the CAO system. CAO uses three factors to forecast an order. First and foremost is Balance on Hand (number of units on the shelf plus what is in the backroom); the second is Shelf Max (the maximum number of units of an item that will fit within its allocated shelf space); the third is sales history (there is an algorithm used to account for various factors influencing daily demand such as day of the week, paydays versus non-paydays, and promotional sales). When CAO system generates an order, the system also considers the amount of lead-time between when the order is created, when the order will be delivered, and the number of sales days the order is expected to cover.

COST OF GOODS (COG): COST OF GOODS (COG): The specific price negotiated by the Supplier/Broker/Manufacturer and DeCA for authorized items under this agreement. For the purposes of this ROA and associated documentation, the Cost of Goods is often referred to interchangeably as the "price." This established COG serves as the baseline for the goods made available to the DeCA-authorized distributor and dictates the price DeCA will ultimately pay the distributor for those goods. The COG does not control the commercial agreement between the Supplier and the Distributor, and negotiations between those entities remain strictly between them, recognizing that the cost of goods between a Supplier and the Distributor may be different than the COG negotiated between the Supplier and DeCA. However, any such separate supplier-distributor commercial arrangement shall not alter DeCA's established COG, increase DeCA’s ultimate payment obligation to the distributor, or limit the Supplier's performance obligations under this ROA.

DELIVERY METHODS:

FREQUENT DELIVERY SYSTEM (FDS): All items previously delivered under the following; system under which the product is delivered to the commissary or a designated port of embarkation for overseas shipments on a predetermined frequency. The product is electronically ordered from DeCA’s approved distributors and delivered based on the required delivery date. Under this method of delivery two billing options are available (also referred to as rollup) - semimonthly or weekly rollups.

DIRECT STORE DELIVERY (DSD): Reserved.

DIRECT STORE DELIVERY - SINGLE ORDER (DSD-S): Reserved.

DELIVERY TICKET INVOICING (DTI): A method of billing where the delivery ticket accompanying each delivery serves as the invoice. Companies on DTI are no longer required to submit invoices to the DeCA payment office.

An original and one copy of the DTI shall be furnished at the time of delivery to the specified delivery location (commissary, central distribution center).

The DTI shall serve as both the receipt and invoice for bill paying purposes.

A separate invoice shall not be submitted to the designated paying office/service center.

The contractor’s DTI must comply with paragraphs (g) and (i) of FAR 52.212-4, Contract Terms and Conditions – Commercial Items. Failure to comply with the requirements of these paragraphs may result in rejection of the supplier’s DTI and delay payment.

Each DTI will cover a single delivery (i.e., multiple deliveries may not be rolled up into a single

DTI).

When billing periods (rollups) apply, the DTIs provided with each delivery will be accumulated by the Government, and a consolidated payment will be made.

The remittance address must match the remittance address on each delivery ticket and remittance section of the Central Contractor Registration (CCR).

DEMAND RECEIPT DATE (DRD): The DRD is determined by and calculated from the date on which a distributor or manufacturer electronically acknowledges receipt of an order transmitted by an OPP. The DRD determines effective dates for pricing; i.e., prices of items in shipments are those prices in effect on the DRD that pertains to the shipment.

DEPARTMENT OF DEFENSE ACTIVITY ADDRESS CODE (DODAAC): A unique facility address that is used as shipping and billing identifier. (For example, the DODAAC for Fort Lee is HQCCBC).

DISTRIBUTOR: A DeCA-appointed entity responsible for the physical distribution of products and direct invoicing to DeCA for goods received. DeCA purchases the goods directly from the distributor and remits payment to the distributor based on the Cost of Goods (COG) established in this ROA. The authorized distributor for each commissary shall be designated in writing by the Contracting Officer with a minimum 30-day Supplier/Broker/Manufacturer notification period before a DeCA initiated change.

ELECTRONIC DATA INTERCHANGE (EDI) TRADING PARTNER AGREEMENT

(TPA): The agreement that the offeror shall enter into with the Defense Commissary Agency, which will ensure EDI compliance.

FILL RATES: The fill rate percentage will be determined by reviewing quantities of items ordered against the quantities delivered to stores by the Manufacturer’s FDS distributors (total cases reflected on the 856 divided by the total cases reflected on the 857, minus total invalid cases on the 857.)

GLOBAL TRADE IDENTIFICATION NUMBER (GTIN): Is an identifier for trade items developed by GS1 (comprising among others of the former EAN International and Uniform Code Council). Such identifiers are used to look up product information in a database (often by inputting the number through a bar code scanner pointed at an actual product) which may belong to a retailer, manufacturer, collector, researcher, or other entity. The uniqueness and universality of the identifier is useful in establishing which product in one database corresponds to which product in another database, especially across organizational boundaries.

GLOBAL DATA SYNCHRONIZATION NETWORK (GDSN): GDSN is the GS1 Global Data Synchronization Network, built around the GS1 Global Registry®, GDSN-certified data pools, the GS1 Data Quality Framework and GS1 Global Product Classification which when combined, provides a powerful environment for secure and continuous synchronization of accurate item and case data. Synchronizing accurate, properly classified data results in Smoother and quicker business processes ■Improved accuracy of orders ■Fewer forms to fill out ■Fewer duplicate systems and processes ■A proven way to drive unnecessary costs out of the supply chain. Many suppliers and their customers around the world, both large corporations and small manufacturers and producers, have already discovered how synchronizing qualitative, properly classified data using GDSN can bring both benefits and opportunities. DeCA has GDSN capability and strongly encourages all companies to provide this information and use GDSN.

Information about GDSN is located at www.commissaries.com.

GUARANTEED SALES: If the Guaranteed Sales block is checked on the DeCAF 40-15, the Contractor will guarantee that the items listed on the DeCAF 40-15 will sell in DeCA commissaries in a period of time agreed upon by the Contractor and DeCA. If the items fail to sell in the commissaries, the Contractor agrees to reimburse DeCA for all unsold items at the price at which they were purchased. DeCA encourages suppliers to mark down and/or use instant redeemable coupons to facilitate sale of the products, if necessary.

NOTICE TO THE TRADE (NTT): The form of written communication that DeCA uses to notify resale industry partners of items of significant interest that are likely to affect their business relationship with DeCA. These notices are posted on DeCA’s website at www.commissaries.com/business/trade_notices.cfm.

ON-LINE CERTIFICATIONS AND REPRESENTATIONS (ORCA): ORCA is an e- Government initiative developed to replace the paper based Representations and Certifications process. Prospective contractors SHALL complete electronic annual representations and http://en.wikipedia.org/wiki/Identifier http://en.wikipedia.org/wiki/Trade_item http://en.wikipedia.org/wiki/GS1 http://en.wikipedia.org/wiki/EAN_International http://en.wikipedia.org/wiki/Uniform_Code_Council http://en.wikipedia.org/wiki/Uniform_Code_Council http://en.wikipedia.org/wiki/Identifier http://en.wikipedia.org/wiki/Identifier http://www.commissaries.com/ http://www.commissaries.com/business/trade_notices.cfm certifications.

ORDER PROCESSING POINT (OPP): A location within the United States to which an Overseas Ordering Point (OOP) transmits orders. The OPP receives orders from an OOP and electronically processes and routes them to distributors and manufacturer source load suppliers.

ORDERING OFFICERS: Individuals assigned the responsibility for issuance and administration of call orders placed against this agreement, are subject to the following:

(1) Designation of Ordering Officers: In accordance with the DeCA Acquisition

Regulation Supplement (DeCAARS), the contracting office may designate certain job positions/titles as ordering officers. The persons who occupy the positions that follow are appointed as ordering officers and are responsible to and under the technical supervision of the Contracting Officer who signed this Resale Ordering Agreement (ROA): Store Director, Store Administrator, Store Manager, Department Managers, and Supply Clerk/Technician. Ordering officer designations shall become effective on the date of commencement of performance and shall remain effective, unless sooner revoked, until expiration of this ROA.

(2) Authority, Limitations, and Responsibilities: Ordering officers are agents of the Contracting Officer who are authorized to issue, maintain, modify, and terminate call orders against this ROA. Ordering officers are subject to the method of purchase and to the limitations and requirements set out in the Ordering Officer’s Guide for Resale Items, DeCA Handbook 10- 11 (www.commissaries.com). The authority stated herein shall not be delegated to any other persons, or title/position than listed above. The administration of the ROA and all terms and conditions therein, is the responsibility of the Contracting Officer.

(3) Issuance, Administration, and Termination of Call Orders: Call orders may be placed orally, electronically, or in writing within 7 days prior to the scheduled delivery day, unless otherwise proposed and accepted into the ROA, and will be administered by the person who placed the order. Orders issued against this ROA will be administered by the person/position that placed the order. Contractors are cautioned to accept call orders against this ROA only from the Contracting Officer; Procurement Personnel assigned to the Contracting Officer; or authorized Ordering Officers. Accepting and filling orders from persons other than those designated herein may result in loss or delay in payment for products delivered under such orders.

OVERSEAS ORDERING POINT (OOP): Overseas locations where orders are created and transmitted to an OPP located in the United States. The OOP transmits updated orders to the OPP and is also responsible for the physical receipt of shipments.

POINT OF EMBARKATION (POE): The designated point of delivery for the containers before loading on the ship.

PERISHABLE AGRICULTURAL COMMODITY (PRODUCE): Basic definition is contained in Section 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. 499a(4)). The term means any of the following, whether or not frozen or packed in ice: fresh fruits and fresh http://www.commissaries.com/ vegetables of every kind and character; and includes cherries in brine.

PROMOTIONAL SCANDOWN: A scandown is a special promotion where an item is marked down through our business systems for a specific period of time. The number of units sold times the markdown is tabulated for all stores and the vendor is provided a consolidated invoice. Each store is given a credit for the number of units sold between the regular retail price and the scandown retail price.

PROMPT PAYMENT COMMODITIES:

BAKED GOODS: The term "Baked Goods" means perishable, fresh bakery products with a shelf life of 15 days or less, including all fresh bread and bread-type rolls and buns, fresh cakes, pies, pastries, and other similar perishable bakery products, such as tarts, doughnuts, cookies, sweet rolls/buns, muffins, croissants, bagels, tortillas, and biscuits (baking powder and raised). Also included are prepackaged snack cakes, snack pies, snack doughnuts; and partially cooked fresh bakery products such as brown and serve rolls. Excluded are "dry" products such as crackers, pretzels, prepackaged cookies, bread crumbs, cones, cereals, and breakfast bars.

Also excluded are all frozen bakery products, refrigerated canned biscuits or canned sweet rolls, and refrigerated or frozen dough.

DAIRY PRODUCTS, EDIBLE FATS OR OILS, AND FOOD PRODUCTS

PREPARED FROM EDIBLE FATS AND OILS:

(A) Dairy products - Products manufactured for human consumption which are derived from the processing of milk, and includes fluid milk products. (Definition taken from section 111(e) of the Dairy Production Stabilization Act of 1983 (7 U.S.C. 4502)(e)). Includes milk, cheese, processed cheese products, butter, yogurt, and ice cream.

(B) Edible Fats or Oils - Fats or oils derived from plants or animals which are fit for human consumption. Includes cooking oils and salad oils.

(C) Products Prepared from Edible Fats or Oils - Products prepared from, and composed primarily of, edible fats or oils derived from plants or animals. Includes salad dressing, margarine, and mayonnaise.

MEAT, POULTRY MEAT, MEAT FOOD PRODUCTS, POULTRY MEAT FOOD

PRODUCTS, EGGS, EGG FOOD PRODUCTS, AND FRESH OR FROZEN FISH:

(A) The term "meat, poultry meat, meat food products, poultry meat food products" includes perishable (fresh, chilled or frozen) meat and poultry meat, including processed meat and poultry meat food products, such as luncheon slices, frankfurters, bacon and ham, fresh eggs and perishable egg products. Also included are meat and/or poultry meat products, which contain a relatively small proportion of other food ingredients such as breaded chicken, pimento/olive loaf or cheese hot dogs. It excludes game, nonperishable meats and poultry meats, and all perishable or nonperishable mixed products (meat and/or poultry meat combined with other separately identifiable food articles to create a single food product, such as TV Dinners, sausage biscuit(s).

(B) The term "eggs" means the fresh whole shell eggs of the domesticated chicken, turkey, duck, goose, or guinea. The term "egg products" means only frozen whole eggs, egg whites and/or egg yolks.

(C) The term "fresh or frozen fish" means finfish, mollusks, crustaceans, and all other forms of aquatic animal life used for human consumption; the term does not include marine mammals and seabirds.

PERISHABLE AGRICULTURAL COMMODITY (PRODUCE): Basic definition is contained in Section 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.C.

499a(4)). The term means any of the following, whether or not frozen or packed in ice: fresh fruits and fresh vegetables of every kind and character; and includes cherries in brine.

RESALE ITEMS: Those products purchased by DeCA to be sold to patrons of the commissaries. Resale items include subsistence (edible food and food products) as well as other non-subsistence items (e.g., household products) authorized for resale in the commissaries.

RETAIL PRICE: The monetary value that a product is sold at the DeCA commissaries.

ROLLUP: Reserved.

SUPPLIER/BROKER/MANUFACTURER/VENDOR: The firm/company to whom a ROA is issued. For purposes of this Modification, references to “Contractor,” “Supplier,” “Manufacturer,” “Broker,” or “Vendor” mean the entity executing this ROA, unless specifically stated otherwise.

SWELL DISCOUNT PERCENTAGE ALLOWANCE (SWELL %): DeCA’s Swell Allowance Program is an initiative intended to eliminate most Brand Name Resale Vendor Credit Memorandums (VCMs) for unsaleable products, meaning products that are no longer fit for sale. Under this program, the manufacturer agrees to convert unsaleables credits into a mutually agreed percentage allowance. For resale goods furnished under the Distributor contract, the applicable Swell % shall be applied through the Distributor in accordance with the contract’s pricing and credit provisions. Products delivered as direct store delivery items, generally including bread, chips, and soft drinks, are excluded from this program.

VENDOR STOCKING: Vendor stocking is only applicable to OCONUS, as well as CONUS milk, eggs, fresh chicken, National Industries for the Blind (NIB) impulse strip clips and NIB racks and all DSD-S items.

a. Stocker:

The act of maintaining specified retail items available for display and sale in commissaries for customer purchase. Vendor Stockers are normally hired by either brokers or manufacturers to perform the stocking function within the store. Vendor Stockers are required to follow the DeCA written policy and specific guidelines applicable to store level contractors working within DeCA facilities. Only products in specifically designated categories as authorized can be vendor stocked. All vendor stocked items and categories are identified below:

(1) Frozen foods

(2) Refrigerated products (milk and eggs roll in/out cart loading)

(3) Random weight products (chicken, hams, frozen turkeys)

(4) Baby foods, baby supplies; e.g., rubber pants, bottles, and bottles, and bottle accessories

(5) Candy and gum

(6) Fresh prepackaged bakery products

(7) International (includes German, oriental, oriental soft pack, and cup of noodles)

(8) Gourmet and natural foods

(9) Pasta

(10) Snack items; e.g., chips, nuts, crackers, cookies, pretzels, salty snacks, and all popcorn

(11) Soft drinks, bottled water, new age beverages, bottled tea, coffee drink, etc. (includes

FDS bottled water)

(12) Spices, seasonings, extracts, herbs, food coloring, dehydrated sauces, and cake decorations (excluding baking nuts)

(13) Batteries, cellophane tapes, mailing supplies, and shoe polish

(14) HBC products, razors, and razor blades (excludes sanitary products, personal care category, and adult incontinence products)

(15) Vitamins and body building products

(16) Hosiery

(17) Light bulbs

(18) Pet supplies and birdseed (does not include pet food or edible treats)

(19) All scrubbers, sponges, rubber gloves, and all blind-made products

b. Stocking:

The work requirement of a Vendor Stocker includes pulling cases of product from a warehouse or holding area utilizing a stocking cart to deliver products to the sales floor at designated times, opening cases and stocking products on retail shelving. Products are required to be properly merchandised whereby product is lined up and/or stacked with labels facing forward. The designated space as identified by the product label should be filled to the maximum extent possible within a full case. Product must be properly rotated to preclude out-of-date situations and stocked as frequently as necessary to ensure adequate product availability during store operating hours. Vendor Stockers must ensure that damaged products are not stocked in retail areas. The Vendor Stockers are required to clean up their areas upon completion of stocking to include returning stocking carts to designated areas and disposing of trash such as cardboard, paper and shrink-wrap. All Vendor Stockers are required to wear authorized badges at all times when working in the store and must sign in and out in designated areas, in accordance with applicable store policy. The manufacturer agrees to vendor stock the above items and the expectation is that the items will, in fact, be stocked.

II. EXECUTION OF RESALE ORDERING AGREEMENT (ROA) MODIFICATION

(a) By executing this ROA modification (referred to as the “Modification” or the “ROA”), the Contractor agrees to make its resale items available for purchase to DeCA-authorized distributors at the established Cost of Goods (COG). For FDS items, the Supplier’s obligation is to maintain approved item and pricing information with DeCA and to make authorized products available to DeCA-authorized distributors at the established COG. DeCA’s payment obligation for FDS items shall run to the DeCA-authorized distributor under the separate distribution contract, and not to the Supplier, unless DeCA exercises its direct-order authority under this ROA. In consideration for this modification, DeCA grants the Contractor the opportunity to have its authorized goods made available for sale to patrons within DeCA commissaries. This modification converts the previously signed ROA into a no-cost contract between DeCA and the Supplier for all FDS items. Except as outlined in paragraph (c) below, DeCA will make no direct payments to the Supplier for goods under this agreement. This modification only applies to all FDS items. The originally awarded ROA continues to apply to DSD/DSD-S items.

(b) DeCA maintains full responsibility for Cost-of-Goods negotiations, retail pricing, assortment decisions, Plan-O-Gram development and execution of all Integrated Business Planning / Category Management decisions with the Supplier/Broker/Manufacturer community.

(c) The Government may terminate this ROA without cost at any time. If at any time the supplier desires to terminate this agreement, the Government must be notified, in writing, 45 calendar days prior to the effective date of termination.

(d) While DeCA will not remit payment directly to the Supplier under the standard no-cost framework of this agreement, DeCA reserves the unilateral right to exercise direct ordering authority and remit payment directly to the Supplier at the established COG. Such direct orders may be placed only by the Contracting Officer or an authorized ordering official. For any such direct order, the ordering, delivery, inspection, acceptance, invoicing, payment, and remedy provisions that applied before this Modification shall remain fully enforceable and applicable to that order. If a Supplier anticipates that a dispute, credit hold, allocation issue, or other commercial matter with a DeCA-authorized distributor may materially disrupt product availability for DeCA commissaries, the Supplier may notify the Contracting Officer as soon as practicable.

(e) For FDS items furnished through a DeCA-authorized distributor, DeCA’s ordinary delivery, acceptance, rejection, shortage, damage, and nonconforming-goods remedies shall be administered under the applicable distributor contract, unless DeCA has placed a direct order with the Supplier under this ROA. Nothing in this Modification relieves the Supplier of obligations that remain supplier-specific under this ROA, including approved item and pricing submissions, brand-name certifications, code dating information, recall or market-withdrawal notifications, regulatory compliance for products made available under this ROA, and supplier-funded promotional, swell, or other allowances accepted by DeCA.

III. PRICING REQUIREMENTS

A. PRICE WARRANTY

(a) The average of all price offers made over a Calendar Year (January 1 through December

31) by the Contractor for all products covered by this agreement shall be as low, or lower than, those offers made to supermarkets in the United States under similar terms and conditions. The price offers made to DeCA may or may not be accepted for ordering by the Contracting Officer or an authorized individual located within DeCA. The terms and conditions of price offers shall include such factors as, but are not limited to, quantity/dollar discounts, period of purchase, promotional discounts and terms, retailer performance, discount payment terms or any other factor that results in or ultimately could have an effect on the prices offered to DeCA.

(b) For a period of two years following the close of the Calendar Year in which prices were offered to DeCA for products covered by this agreement, DeCA reserves the right to request documentation from the Contractor demonstrating the differences between its lowest offered commercial prices and the prices offered to DeCA. Such documentation shall include any and all factors comprising price offers that serve to make up the prices or ultimately may have an effect on the prices offered to DeCA.

The term “Supermarket”, as used in this clause is defined as a retail store that sells a wide variety of food items, such as, fresh and prepared meats, produce, dairy, bread, refrigerated and frozen products, beverages and other grocery products, including nonfood items such as household products and health and beauty aids. Also, for purposes of this definition, supermarkets include the following formats: conventional grocery stores/supermarkets, warehouse stores, and supercenters/superstores operated by non-traditional competitors.

B. SUBMISSION OF PRICES

DeCA prefers monthly price quotes for all methods of delivery: For FDS items covered by this Amendment, the Supplier shall submit price quotes electronically through the EDI 879 Price Change Transaction Set or DeCA Web Pricing at https://www.commissaries.com/webpricing, or through any successor pricing method designated by DeCA. Monthly price submissions must be received by DeCA no later than the 10th day of the month to be effective on the first Sunday of the following month. As an alternative, the Supplier may submit semi-monthly price quotes. Semi-monthly price submissions must be received by DeCA no later than the 10th day of the month to be effective on the first Sunday of the following month, and no later than the 25th day of the month to be effective on the third Sunday of the following month.

a. A submitted price quote becomes the applicable COG for an item only when the price has been timely received and accepted in DeCA’s official pricing. DeCA may reject late, incomplete, inaccurate, or nonconforming price submissions. If DeCA rejects a price submission, or if no timely accepted price is in effect, DeCA may use the previously accepted COG until a new price is accepted and becomes effective.

b. After DeCA receives a Supplier price submission, DeCA may make the submitted price information available to the applicable Distributor for pricing confirmation, invoice reconciliation, and contract administration purposes. The Supplier and Distributor shall cooperate in good faith to identify and resolve any discrepancy between the Supplier-submitted price, the Distributor’s pricing records, and the DeCA pricing environment before the effective date.

c. If a discrepancy is identified, the Supplier shall promptly correct and resubmit the price as necessary through DeCA’s designated pricing process..

(a) FDS/DSD Methods of Delivery: Reserved.

(b) DSD-S Method of Delivery.

(1) Reserved.

(2) Contractors providing random weight meat, fresh seafood, and eggs may furnish weekly price quotes. Weekly price quotes shall be received no later than 6:00 P.M.

EDT/EST on each Tuesday to be effective the following Sunday through Saturday via https://www.commissaries.com/webpricing. DeCA reserves the right to reject prices received late and in such cases, the previous price quote will be used.

http://www.commissaries.com/webpricing

(c) Promotional Pricing.

(1) Submissions of promotional price changes are subject to the same deadlines as regular price changes. Prices with an effective date of the 1st of the month must be submitted by the 10th day of the previous month. Prices with an effective date of the 16th of the month must be submitted by the 25th of the previous month in accordance with Voluntary Price Reduction (VPR) pricing periods required for promotional events and display periods as published in the annual Promotional Calendar Notice to the Trade (NTT). If the 10th or 25th of the month falls on a holiday or weekend, industry will be required to transmit pricing on the preceding Friday.

(2) The DeCA business systems environment includes the master catalog and the promotion management functions. The master catalog manages pricing and other attributes for all resale items stocked in our commissaries worldwide. The promotion management system is used to document, manage, and schedule national-type items and pricing in promotional events within CONUS. Regional and local promotional items are managed separately.

(3) After DeCA comes to agreement with a contractor on product selection and pricing for a particular promotion event or display period, the selected items are entered into DeCA’s promotional management system. The promotional management system in turn generates various documents and spreadsheets for store planning and display compliance. The DeCAF 40-15, dated May 2012, is used to establish and record agreement between DeCA and the contractor.

(4) Recognizing that price accuracy and integrity could be enhanced through technology, DeCA developed Vendor Promotional Price Locking (VPPL). VPPL establishes a virtual checkpoint between DeCA’s Electronic Data Interchange (EDI) pricing system, the master catalog, and the promotional management system. As item prices are submitted by vendors through the EDI system, VPPL will crosscheck the item/price/effective date combination to the items and VPR periods listed in the established promotional events maintained in the promotional management system.

(5) If the incoming item/price/effective date combination is found to be within a promotional event and a price match is made, the EDI price transaction is accepted. Note: Item promotional price is locked for the entire Voluntary Price Reduction (VPR) period – no other price will be accepted unless the price effective date falls outside of the agreed-upon VPR period. All lower promotional pricing must be approved by the promotional team via a revised DeCAF 40-15 prior to EDI transmission. If there is a match based on item and effective date, but the price does not match, even if the price is lower, the price transaction is rejected.

Subsequently, an EDI 824 transaction is sent informing the vendor of the rejection along with the message, “Price does not match the expected National Promotional Price.” If there is no match within the promotional management system of the incoming item/price/effective date combination, the price is accepted as a regular retail price.

(6) If there is no match within the promotional management system of the incoming item/price/effective date combination or a correct promotional price change is never received, VPPL will send the correct promotional price and corresponding effective date to DeCA’s master catalog. Vendors will be paid using this price for any items received during the promotion VPR period. The signed DeCAF 40-15 becomes the source document for this action.

It is very important that vendors send ALL promotion pricing rather than having VPPL establish the price in the master catalog. Synchronization between DeCA’s catalog and that of the vendor’s will ensure that bill-paying discrepancies are minimized. Registered vendors may use DeCA’s Web pricing system https://www.commissaries.com/webpricing to verify previously submitted pricing.

(7) One method for establishing pricing throughout DeCA is with EDI price zones.

DeCA has a number of zones associated to specific Price Zone DoDAACs (see below) that can be used for regional and OCONUS pricing. For national promotions, Zones 1 through 9 can be used (CONUS only). Item prices can be sent individually for each zone; or zones can be grouped together using special Price Zone DoDAACs:

HQCAAA –Inclusive of all Price Zones worldwide HQCP18 – CONUS stores only (Zones 1 – 9) HQCP19 – CONUS, Alaska, and Hawaii stores only (Zones 1 – 9, 15, and 16) HQCAES – East CONUS stores (Zones 1 – 4) HQCAWS –West CONUS stores (Zones 5 – 9) HQCAAB – Europe (Zone 20) HQCAAC – Far East (Zone 21) HQCWGA – (Zones 7, 15, 16, and 21)

For FDS, DeCA prefers one, enterprise-wide COG, exceptions limited to Alaska or Hawaii.

(8) If the incoming item/price/effective date combination is found to be within a promotional event and a price match is not made, the EDI price transaction is rejected for all price zones within the Price Zone DoDAAC group, not just price Zones 1 through 9. If vendors intend to price items within zones 1 through 9 differently than the rest of the world, they must do so using the appropriate Price Zone DoDAAC group(s). Only the prices for Zones 1 through 9 will be rejected if a price transaction batch is sent using more than one Price Zone DoDAAC group and the promotion price for Zones 1 through 9 failed to pass the VPPL process. All other Price Zone DoDAAC groups will pass through to the master catalog and will update accordingly. Prices for Zones 1 through 9 will have to be resent with the correct promotional price/effective date combination. For additional information regarding promotional pricing or price zones, refer to NTT DeCA Notice 11-59, dated June 9, 2011 or its successor guidance.

(d) EDI pricing shall be accomplished through the 879 Price Change Transaction Set. DeCA will accept EDI transmissions 24 hours per day, 7 days per week. DeCA will exchange business data with Trading Partners through direct dial or Applicability Statement 2 (AS2) direct connections. The use of third-party networks is at the discretion of the Trading Partner. When a third-party network is used, the Trading Partner is responsible for all costs associated with the third-party network usage. Trading Partners shall be responsible for all of their hardware and software costs associated with implementing EDI. If transmissions are late due to use of a third party, DeCA reserves the right to reject prices received late and the previous price quote will be used.

(e) DeCA will transmit a 997 Functional Acknowledgement in response to receipt of an 879 Price Change Transaction Set within four hours. This transaction will acknowledge receipt or rejection of a functional group and the transaction set contained within it based upon EDI translation software syntax edits. It will not cover the semantic meaning of the information encoded in the transaction set. Semantic meaning of the information encoded in the transaction set will be relayed to the Trading Partner in an 824 Application Advice Transaction Set. An 824 Application Advice will be transmitted only when DeCA has received and accepted an 879 Price http://www.commissaries.com/webpricing

Change Transaction Set.

(f) When an 879 Price Change transmission is received and accepted, each item is validated against a copy of the headquarters DeCA Interactive Business System (DIBS) CMF. Items are rejected for the following reasons:

(1) Case Universal Product Code/Global Trade Identification Number (UPC/GTIN) is not in the CMF.

(2) Case pack does not match the case pack in the CMF.

(3) Item UPC/GTIN does not match the Item UPC/GTIN in the CMF.

(4) Item UPC/GTIN expected but not transmitted.

(5) Effective date of price change is past the cutoff date.

If the item is not rejected, it is then loaded into a database on the EDI Business Gateway.

Nightly, Monday through Friday, the items are transmitted to the headquarters DIBS. Headquarters DIBS will forward the price changes to the region systems.

(g) DeCA will no longer accept manual price changes from the manufacturer once a manufacturer is providing prices using the 879 Transaction Set or Web Pricing. If a manufacturer discovers they have transmitted incorrect prices, they can send correct prices as long as the cutoff date has not passed. The cutoff dates for EDI are the same as those listed in paragraphs (a), (b), (c) and (d) above.

(h) Unit prices quoted shall not exceed four (4) positions before the decimal and two (2) positions after the decimal.

(i) Prices shall be submitted for "F.O.B Destination" deliveries to every place within CONUS.

Prices submitted for overseas delivery points shall be identified separately and shall also be on a "F.O.B Destination" basis to port of embarkation.

IV. ORDERS AGAINST RESALE ORDERING AGREEMENTS

Reserved.

V. CHANGES TO APPROVED ITEMS

(a) All requests for changes on line item information, other than price, shall be submitted in writing and signed by an official authorized to bind the Contractor.

(b) All requested changes on line item information shall be submitted to arrive at the Defense Commissary Agency at least 45 days prior to the requested effective date. If changes are received with less than 45 days before the proposed effective date, the Government will have the unilateral right to change the proposed effective date to a date not more than 45 days after receipt of the requested change.

(c) Contractors shall identify the Vendor Code, NSN#, the Description/Brand Name, Manufacturer Number/UPC/GTIN, Unit/Case, Unit Pack/Issue, Shelf life/Month, Size, Case/Weight Pounds, Case/Cubic Foot, Tie/Tier, and Unit Price Per Zone. All changes must be underlined.

VI. CHANGES TO ROAs

(a) Requests for changes to this agreement shall be submitted on company letterhead and signed by an official authorized to bind the Contractor.

(b) Requests for changes (i.e., moving line items from one ROA to another ROA, a change in mail to/remit to, payment methods, discount terms, delivery locations, extensions and cancellations) must be received at the Defense Commissary Agency at least 45 days prior to the requested effective date. If changes are received less than 45 days prior to the proposed effective date, the Government will have the unilateral right to change the proposed effective date to a date not more than 45 days after receipt of the requested change.

(c) Changes requested in accordance with paragraph (b) above may be issued by the Contracting Officer without obtaining the Contractor's signature.

VII. PROMOTIONAL AGREEMENTS

(a) DeCA and the Contractor may enter into promotional/marketing agreements during the effective period of this ROA. Any such agreements will be considered incorporated in and governed by the terms and conditions of the ROA.

(1) Cooperative Merchandising Agreements (CMA): These agreements are formalized merchandising agreements between DeCA and the Contractor. Accrued earnings will only be applied to additional customer savings through implementation of specific promotional programs agreed upon by the DeCA and the Contractor. The Contractor shall account for earnings for each commissary and shall provide a summary report as required by the CMA. Accrued earnings cannot be applied to other manufacturer's product lines unless cross promotions are agreed upon as a part of a CMA. All earnings are required and must be applied only to mark down product and will be centrally managed by the Contractor. CMA monies cannot be contributed to MWR activities, Chaplain Funds, Services, etc. All checks that are sent to stores must be made payable to DeCA and marked for deposit only. These checks must have an accompanying Vendor Credit Memo (VCM) attached. Checks sent to stores without accompanying VCMs will be forwarded to the POC for the CMA program who in turn will contact the Contractor. Failure to follow this guidance may result in termination of the CMA agreement.

(b) Any agreement can be terminated by either party if written notice is provided no less than 45 days prior to the requested termination date. The Contractor agrees to honor any savings or ratio sharing earned as of the effective date of the termination.

(c) The Contractor shall provide accurate shipment data for the stated performance goals to support the sharing incentive. Contractor data is subject to validation by the Agency. DeCA will provide movement data to validate goals which are based on items and units sold (purchased by commissary patrons).

(d) The Contractor and the Government shall provide immediate notification to the other party when performance is not in accordance with the agreement(s).

VIII. BRAND NAME MERCHANDISING PROGRAMS

DeCA and the supplier may enter into a merchandising program (e.g., fresh chicken, turkey, produce, etc.) during the effective period of this ROA. Any such program will be considered incorporated into and governed by the terms and conditions of this ROA. The program will be designed to obtain the best possible value for DeCA patrons, encourage competition on brand name items, standardize pricing in geographical areas, and increase DeCA category sales.

IX. ELECTRONIC DATA INTERCHANGE (EDI) TRADING PARTNER

AGREEMENT (TPA)

(a) Electronic Data Interchange (EDI) is defined as the computer-to-computer exchange of business documents between Trading Partners using a public standard format.

(b) DeCA prefers that Trading Partners use EDI for the transmission of business documents rather than mailing hard copy documents. It is DeCA's intent that all transactions will be via EDI and Trading Partners should have the capability to use EDI procedures.

(c) When EDI procedures are to be used:

(1) The Contractor shall enter into a Trading Partner Agreement (TPA) with DeCA. The

Contractor agrees to be bound by the TPA's terms and conditions governing any transactions with the Government through EDI, in addition to the terms and conditions of the ROA, which specifically address EDI. Contractors executing a TPA shall complete the TPA (attached) and return it to DeCA. The TPA will be effective throughout the term of this ROA.

(2) The Contractor shall be responsible for providing its own computer hardware and software necessary to transmit and receive data electronically under the framework of the TPA.

(3) Nothing in the TPA will invalidate any part of the ROA between the Contractor and the Government.

(4) All terms and conditions which apply to a manual (hard copy) order will apply to an…