VDP Program Vendor Guidelines

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AutoZone Merchandising Systems Vendor Reference

VDP Program

Vendor Guidelines

(EDI X12 version 004010)

Revised by Dept. 8309 EDI group February 2007

Portions of this document contain hyperlinks that are navigable when using Adobe Acrobat Reader or Adobe Acrobat Exchange to view the document.

Audience

This document is distributed for use by AutoZone's vendors for the sole purpose of doing business with AutoZone.

Document Corrections

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This document contains confidential and proprietary trade secrets of AutoZone, Inc., and may not be removed from AutoZone, Inc. premises without permission.

Information in this document is subject to change without notice. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, or by any information storage or retrieval system, for any purpose, without the express written

permission of AutoZone, Inc.

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1.0 Introduction

1.1 Summary

The vendor-direct parts (VDP) program allows AutoZone to offer our customers a wide variety of automotive parts. These parts would otherwise be unavailable because of limited space and size in our stores and warehouses. For our vendors, VDP increases the volume and range of their automotive parts sales.

The keys to a successful AutoZone VDP program are: ·Accurate, on-time advance ship notices (ASNs) ·Accurate, on-time inventory quantity transmissions ·Accurate connection between the invoice and the airbill ·Electronic invoicing

·Consistent shipping performance.

Without these five requirements, the VDP program will not succeed.

1.2 How It Works

Central to the VDP program is electronic data interchange (EDI), an electronic computer communications link between the vendor and AutoZone.

The graphic and explanation on the next page describe how the VDP program works.

1. Vendor transmits his current warehouse inventory quantities-on- hand (QOH) to AutoZone.

2. AutoZone transmits the vendor inventory information to the stores. 3. Customer orders a VDP part. AutoZoner creates VDP purchase order (PO), which automatically subtracts from current quantity on hand (QOH).

4. Customer PO is transmitted to AutoZone corporate computer. 5. The AutoZone system sorts and creates electronic batches of POs then transmits orders to vendor via EDI.

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7. Vendor sends electronic advance ship notices (ASNs) via EDI to AutoZone before 9:00 p.m. Central Time (CST), indicating shipment or cancellation information. (Vendor has the option of sending inventory quantities with ASNs.)

8. ASNs are forwarded on to stores with shipping information or notice of cancellation.

9. Vendor sends electronic invoices via EDI to AutoZone. Invoices are matched with both carrier airbills and store POs for payment approval. Vendor invoice identifies carrier and airbill number.

10. Air carrier sends EDI notice with airbill number and store number.

AutoZone Customer Air Carrier AutoZone Store AutoZone Vendor AutoZone Store Support Center

3. Customer orders VDP part

6. Pull, pack and ship part via approved carrier

5. POs sorted and transmitted 10. Air carrier

sends EDI notice

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2.0 Vendor Requirements

2.1 In-Stock Information

Specific information about each SKU is needed by the AutoZone product manager prior to the start of the VDP program. Vendors will be given a 3.5-inch computer disk to set-up these items. The required information includes:

· Part number · UPC number · Item Weight

· Item Measurements (length/width/height in inches) · Cost of item.

A vendor may elect to commit inventory specifically to AutoZone or transmit all open inventory.

2.2 Inventory Accuracy

On-hand inventory figures must be accurate and transmitted at any time before 9:00 p.m. Central Time daily for the VDP program to work correctly. Accurate inventory figures will ensure that stores can not order more than is actually available and will thus reduce the number of order cancellations.

Vendors must send an inventory transmission for all VDP parts using the six-digit AutoZone SKU number each time they transmit. If the inventory level is zero, there must be a zero inventory transmission for that part. If a vendor decides to discontinue a part, the AutoZone product manager must be notified as soon as the decision is made. On the day the vendor decides is the last day of availability for the

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2.3 EDI Documentation

A vendor needs three EDI documents in addition to the PO (EDI document 850) to participate in the VDP program. These documents are defined in Section 4 of this document.

¨ 846 -- defines how inventory information is to be transmitted ¨ 856 -- defines the required ASN information

¨ 810 -- provides the layout of the vendor's electronic invoice.

The EDI PO document (850) for VDP orders is the same one shown in the EDI Trading Partner Guidebook, except for the contents (not the structure) of the "SHIP TO" information. The VDP "SHIP TO" information contains store address information, whereas warehouse information is found on a normal warehouse PO. The area of EDI document 850 that normally contains the AutoZone warehouse code (i.e., 22, 33, 44, etc.) will instead contain a code of "DS", indicating a "direct ship" order. It also includes TD5 segment that contains a code for the FedEx shipping option.

2.4 Data Transmission

AutoZone's VDP system can send POs to the vendor's mailbox hourly, from 6:00 a.m. to 10:00 p.m. CST every day. The EDI send times are initiated from AutoZone at the top of each hour. Vendors should start checking their mailboxes at 30 minutes after the hour.

Please Note!

Since there is no other practical way of assuring that AutoZone has received EDI documents sent by the vendor, the vendor must check functional acknowledgments. This involves matching 997's sent to the vendor, by AutoZone, against the batches of documents which the vendor has sent to AutoZone.

If, within 24 hours, the vendor does not receive a 997 acknowledging a batch, the vendor must contact AutoZone’s EDI Analyst (for contact information, please see

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AutoZone must receive ASNs (EDI document 856) by 8:00 p.m. (CST) the day of shipment. The vendor and product manager will determine the normal purchase order cut-off time, which is usually one hour before the last air carrier pickup (CST).

Vendor inventory QOH information (EDI document 846) must be received by AutoZone no later than 8:00 p.m. (CST) daily, except Saturday. This information may also be transmitted with the vendor's ASNs.

Vendors must be able to re-transmit invoices or ASNs if AutoZone experiences problems with documents. Re-transmission may be required for up to six months after a purchase order is sent.

In the event of a system, EDI or weather transmission interruption that prevents the vendor from shipping purchase order packages on time, the vendor must contact the AutoZone Merchandising Business Contact promptly. The Contact will ask for a list of the POs that will not be shipped. If fewer than 50 POs are on the list, the vendor will be expected to call the stores and provide a corrected ship date to the store manager.

2.5 Shipping

An AutoZone Logistics representative will coordinate with the carrier to provide shipping system installation and training. That system may be either web-based or a stand-alone unit provided by a carrier. Either system must have the means to determine package weight, and must be used for the sole purpose of shipping AutoZone VDP program orders only. The appropriate shipping label(s) must be attached to each package according to the carrier specifications.

AutoZone will be assigned one or more carrier account numbers for the vendor's location and is responsible for paying the carrier(s) bill. Vendors provided with an automated shipping system must execute an agreement with the carrier and provide a dedicated phone line to operate the system. Vendors must maintain an internet account if they have a web-based system in operation.

AutoZone will be responsible for the execution of the approved automated shipping system. AutoZone will not be responsible for damage to the system caused by misuse or mishandling. Any

unauthorized shipments made on an AutoZone account will be charged back with an administration fee added.

The vendor is responsible for accurate weights and labels for each package. In addition, the vendor will enter the following order information on the Reference line of the shipping screen: Store number (four digits)/PO number

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AutoZone will initially provide all store numbers and addresses for the vendor's system records on diskette and will update this information via electronic fax, e-mail, or internet.

AutoZone and the vendor will negotiate the latest daily pick-up time by the carrier from the vendor. Shipping Option Codes sent in Purchase orders: F01- priority overnight with Saturday delivery (air), F06 Standard Overnight (air); F11-Economy 2-day (air); R02-Ground.

2.6 Tracing Undelivered Parts

AutoZone will be responsible for initially tracing a missing order. AutoZone stores will lookup the PO number for the unreceived part on their computer to obtain the carrier name and tracking number. Stores with Internet access will log onto the carrier web site to determine the estimated time of arrival (ETA). Stores without Internet access can call the carrier to obtain the ETA.

The information the stores will use comes from the shipping quantity and the carrier's airbill number, found on the vendor's ASN.

If a shipping error is found, e.g., the part was shipped to the wrong store, the receiving store will report it to the AutoZone store operations support line. The receiving store will then return the part to the vendor following their normal return policy, unless otherwise specified.

2.7 Shipping Errors

Vendors who ship parts to the wrong store will be responsible for any costs incurred to correct the shipping error. AutoZone will not pay an invoice for parts when delivery is made to the wrong store.

AutoZone will only pay one invoice for the correct shipment to the correct store.

2.8 Returns

AutoZone stores will follow their normal return procedures.

Defective, damaged, and undamaged returns will be properly tagged and returned to the store's warehouse. The warehouse will return the part to the vendor according to specific guidelines as described in the vendor agreement.

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2.9 Invoices

AutoZone will process vendor invoices promptly when it can match the carrier's airbill number to the AutoZone purchase order number to the store that ordered the part. Invoices can only be paid when these three pieces of information can be matched in the AutoZone PO system. To track multiple unpaid invoices, vendors should send a diskette to one of the contacts listed in Section 3.2,

Invoices and Payments. The information on the diskette must be in the following format:

Invoice Number up to 22 characters, left justified PO Number Numeric (8 digits)

Airbill Number Numeric (12 digits) Invoice Date Characters yyyy-mm-dd Store # Numeric (4 digits) Amount -999999999.99

Comments Field Numeric (16 digits)-Store #/PO#

Additional information or fields may be added at the end of the Comments field.

2.10 Vendor Holidays

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2.11 Non-Compliance

VDP is an AutoZone proprietary program.

Appropriate actions per the VDP program agreement found in Section 5, including removal of the vendor from the VDP program, may be taken if any of the following situations occur:

1. The participating vendor or his employees share this program or program information with any other vendor or company. Such a breach would violate the existing confidentiality agreement between AutoZone and the vendor.

2. The vendor does not provide and maintain a dedicated phone line when an automated shipping system is used, or violates the carrier agreement.

3. The vendor continually ships to the wrong store. 4. The vendor is unable to provide timely and accurate EDI transmissions.

5. The vendor does not send accurate ASNs consistently or on a timely basis.

2.12 Vendor Agreements

All existing vendor agreements remain in force and cannot be superceded by these guidelines.

The required VDP program agreement, which includes a section regarding confidentiality, is provided in this document.

All vendors participating in AutoZone's VDP program will be required to complete and return an original of this agreement prior to program start. Vendors must have a signed confidentiality agreement on file with AutoZone.

Signed agreements should be sent to:

Wanda Webb -- Merchandising Department 9009

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3.0 AutoZone Contacts

3.1 EDI Technical Contacts

For transaction-set mapping and parallel test questions:

Patricia Hileman, IT Sr. Program Analyst (901) 495-7826 Mary Walker, IT EDI Analyst (901) 495-7066 AutoZone Central Fax (901) 495-8300

3.2 Invoices and Payments

Cathy Meyer, Director of Payables (901) 495-7008

3.3 Merchandising Business Contact

Blayn Chipman, VDP Manager (901) 495-7515 Eric Acerson, VDP Program Administrator (901) 495-7435

3.4 Logistics Contact

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4.0 Required EDI Documents -- Maps

This section describes AutoZone's file formats for these EDI documents: 850 Purchase Order

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EDI Document 850 -- AutoZone Purchase Order (pg. 1 of 7) Element Position Data Element Number Data Element Name Remarks

ISA -- Interchange Control Header Segment

ISA01 I01 Authorization Information

Qualifier

'00' = No meaningful data in ISA02.

ISA02 I02 Authorization Information May contain any 10 characters including 10 spaces or 10 zeros.

ISA03 I03 Security Information Qualifer 00' = No meaningful data in ISA04.

ISA04 I04 Security Information May contain any 10 characters including 10 spaces or 10 zeros.

ISA05 I05 Interchange ID Qualifier

(Sender)

May contain any valid ANSI code for this element.

ISA06 I06 Interchange Sender ID AutoZone's ID depending on the code in ISA05.

ISA07 I05 Interchange ID Qualifier

(Receiver)

ISA08 I07 Interchange Receiver ID Your ID depending on the code in ISA07.

ISA09 I08 Interchange Date The date the envelope was created in YYMMDD

format.

ISA10 I09 Interchange Time The time the envelope was created in HHMM

format.

ISA11 I10 Interchange Control

Standards ID

'U' = U.S. EDI community.

ISA12 I11 Interchange Control Version

Number

'00400'

ISA13 I12 Interchange Control Number The number AutoZone has assigned to the transaction which uniquely identifies this transmission.

ISA14 I13 Acknowledgement Requested 0' = No Acknowledgement Requested '1' = Acknowledgement Requested (Not the 997 transaction set).

ISA15 I14 Test Indicator T' = Test Data

'P' = Production Data.

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EDI Document 850 -- AutoZone Purchase Order (pg. 2 of 7)

Element Position

Data Element Number

Data Element Name Remarks

GS -- Functional Group Header

GS01 479 Functional ID Code 'PO' = Purchase Order.

GS02 142 Application Sender Code AutoZone's ID (Our DUNS number). GS03 124 Application Receiver code Your ID (Usually your DUNS number).

GS04 373 Group Date Date a functional group of transaction sets was

generated in CCYYMMDD format.

GS05 337 Group Time Time a functional group of transaction sets was

generated in HHMM format.

GS06 28 Group Control Number Number AutoZone assigned to this functional group; this same number will be in GE02 and in the 997 functional acknowledgement for this functional group.

GS07 455 Responsible Agency Code 'X' = ANSI X12.

GS08 480 Version/Release Industry

ID Code

004010' to represent the ANSI X12 version we are sending.

ST -- Transaction Set Header

ST01 143 Transaction Set ID Code '850' = Purchase Order.

ST02 329 Transaction Set Control

Number

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Element Position

Data Element Number

BEG -- Beginning Segment of Purchase Orders

BEG01 353 Transaction Set Purpose

Code

'00' = Original Purchase Order.

BEG02 92 Purchase Order Type

Code

'NE' = New order.

BEG03 324 Purchase Order Number A unique number for this order.

BEG04 328 Purchase Order Release

Number

00' = Original release of a purchase order Greater than '00' = Backorder.

BEG05 373 Purchase Order Date The date the purchase order was created in CCYYMMDD format.

DTM -- Date/Time Information

DTM01 374 Date/Time Qualifier 074' = Requested for delivery (prior to and including) the date in DTM02.

'068' = Current scheduled ship date.

This code will represent the date merchandise should be ready to ship.

DTM02 373 Date If DTM01 is '074': This date represents the

requested delivery date (on or before) that AutoZone expects the merchandise to be at the AutoZone distribution center.

If DTM01 is '068': This date indicates the shipment date AutoZone expects the merchandise to be ready to be shipped.

DTM Note: The DTM with the 074 qualifier will be sent to all vendors. The DTM with the 068 Qualifier can ONLY be sent to vendors participating in the AutoZone logistics or

Direct Import programs. It will be sent unless requested by the participating vendor.

N9-- Reference Identification

N901 128 Reference ID Qualifier ZZ' = Mutually defined field between AutoZone and trading partner.

N902 127 Reference ID 'AutoZone PO'

MSG -- Message Text

MSG01 933 Freeform message text Purchase order note as entered by the AutoZone buyer.

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Element Position

Data Element Number

N1 -- Name Information

N101 98 Entity Code ST' = Ship to'

BT' = Bill to'

VN' = Vendor Number (See N1 note).

N102 93 Name Either ‘ship to’ or ‘bill to’ name depending on code in

N101 (Not used if N101 = 'VN').

N103 66 ID Code Qualifier 93' = Code assigned by AutoZone

(only if N101 is 'VN'). 'ZZ' = Mutually defined (Only if N101 is 'ST').

N104 67 ID Code If N103 = '93', this is the AutoZone internal vendor

number (this value will be returned on the 856 advance ship notice).

If N103 = 'ZZ', this is the AutoZone warehouse location code or the VDP indicator. A warehouse code is two digits such as 11, 22, 33, etc. The VDP indicator is the two character string 'DS'.

N1 Note: AutoZone will send three occurrences of the N1 loop in a Purchase Order. The N1 loop qualified by an `ST' in N101 will contain the N3 and N4 segments in addition to the N1. The N1 loop qualified by `BT' in N101 will also contain N3 and N4 segments. The N1 loop qualified by `VN' in N101 will only contain the N1 segment.

N3 -- Address Information

N301 166 Address ‘Ship to’ or ‘bill to’ address depending on code in

N101.

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EDI Document 850 -- N1 Loop Examples N1 *ST* AUTOZONE STORE# *ZZ* DS N3 *1700 DUNN AVE. N4 *MEMPHIS*TN*38106 N1 *BT* AUTOZONE, INC. N3 *PO BOX 2198 N4 *MEMPHIS*TN*381019842 Ship to address loop

Bill to address loop

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Element Position

Data Element Number

N4 -- Geographic Information

N401 19 City Name ‘Ship to’ or ‘bill to’ city depending on code in N101. N402 156 State Code ‘Ship to’ or ‘bill to’ state depending on code in N101. N403 116 Postal (Zip) Code ‘Ship to’ or ‘bill to’ zip code depending on code in

N101.

N1 Note: The ‘Ship To’ and the ‘Bill To’ loops will contain the appropriate city, state, and zip in the N4 segment. The ‘Vendor Number’ loop will not contain an N4 segment.

REF -- Reference Numbers

REF01 128 Reference Number

Qualifier

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Element Position

Data Element Number

PO1 -- Purchase Order Item Information

PO101 350 Assigned Identification (Occurrence Number)

A unique number for each occurrence of a PO segment. For example, the first PO segment would contain a '1', the second would contain a '2', etc. PO102 330 Quantity Ordered The number ordered of this item.

PO103 355 Unit of Measure Code Any X12 standard unit of measure value.

PO106 235 Product/Service ID

Qualifier

'VP' = Vendor part number.

PO107 234 Product/Service ID Your part number.

PO108 235 Product/Service ID

Qualifier

'SK' = SKU number.

PO109 234 Product/Service ID AutoZone's item number.

PID-- Product/Item Description

PID01 349 Item Description Type 'F' = Freeform item description.

PID05 352 Item Description AutoZone's item description.

PO4 -- Item Physical Details

PO401 356 Pack Number of inner pack units per outer pack unit.

TD5 – Carrier Details (Routing Sequence/Transit Time)

TD503 67 Identification Code This will always be FEDX. TD505 387 Routing Shipping codes are F06, F11, R02, F01.

TD512 “SD” Saturday delivery if applicable.

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EDI Document 850 -- AutoZone Purchase Order (pg. 7 of 7) Element Position Data Element Number

CTT -- Transaction Totals

CTT01 354 Number of Line Items The total of PO1 segments in this purchase order. CTT02 347 Hash Total Total quantity ordered in this purchase order.

CTT03 81 Weight Total weight ordered in this purchase order.

CTT04 355 Unit of Measurement

Code

'01' = Actual pounds.

SE -- Transaction Set Trailer

SE01 96 Number of Included

Segments

Total number of X12 segments in this transaction set (including the ST and SE segments).

SE02 329 Transaction Set Control Number

The same number that is in the ST02 element.

GE-- Functional Group Trailer

GE01 97 Number of Included Sets Total number of ST segments in this functional group.

GE02 28 Group Control Number The same number that is in the GS06 element.

IEA -- Interchange Control Trailer Segment

IEA01 I16 Number of Included

Groups

A count of the number of functional groups included in this transmission (the number of GS segments).

IEA02 I12 Interchange Control Number

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EDI Document 846 -- AutoZone Inventory Inquiry/Advice (pg. 1 of 4)

Element Position

Data Element Number

ISA01 I01 Authorization Information Qualifier

ISA02 I02 Authorization Information May contain any 10 characters including 10 spaces or 10 zeros.

ISA03 I03 Security Information Qualifier

ISA04 I04 Security Information May contain any 10 characters including 10 spaces or 10 zeros.

ISA05 I05 Interchange ID Qualifier (Sender)

May contain any valid ANSI code for this element. ISA06 I06 Interchange Sender ID Your ID depending on the code in ISA05.

ISA07 I05 Interchange ID Qualifier (Receiver)

May contain any valid ANSI code for this element. ISA08 I07 Interchange Receiver ID AutoZone's ID depending on the code in ISA07. ISA09 I08 Interchange Date The date the envelope was created in YYMMDD

format.

ISA10 I09 Interchange Time The time the envelope was created in HHMM format.

Standards ID

'U' = U.S. EDI community.

Version Number

'00400'

Number

The number AutoZone has assigned to the transaction which uniquely identifies this transmission.

ISA14 I13 Acknowledgement

Requested

0' = No Acknowledgement Requested '1' = Acknowledgement Requested (Not the 997 transaction set).

ISA15 I14 Test Indicator T' = Test Data.

'P' = Production Data.

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Element Position

Data Element Number

GS01 479 Functional ID Code 'IB' = Inventory Inquiry.

GS02 142 Application Sender Code The sender's identification (same as found in ISA06). GS03 124 Application Receiver code AutoZone's DUNS number (same as found in

ISA08).

GS04 373 Group Date Date a functional group of transaction sets was

GS05 337 Group Time Time a functional group of transaction sets was

generated in HHMM format.

GS06 28 Group Control Number Number AutoZone assigned to this functional group; this same number will be in GE02 and in the 997 functional acknowledgement for this functional group.

GS07 455 Responsible Agency Code 'X' = ANSI X12.

GS08 480 Version/Release Industry

ID Code

004010' to represent the ANSI X12 version we are sending.

ST01 143 Transaction Set ID Code '846' = Inventory Inquiry/Advice.

Number

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Element Position

Data Element Number

BIA -- Beginning Segment for Inventory Inquiry/Advice

BIA01 353 Purpose Code Send a value of '08', meaning this document

contains inventory information.

BIA02 755 Report Type Code Send a value of 'DD', meaning this document is a distributor inventory report.

BIA03 127 Reference Number This number is the transaction set reference number as assigned by the sender. This number can be used to reference a particular document between the send and AutoZone.

BIA04 373 Date Date a functional group of transaction sets was

LIN -- Item Identification

LIN02 235 Product Identity Qualifier Send a value of 'IN', meaning the product identifier in the next element contains the buyer's item number. LIN03 234 Product Identifier AutoZone's item number for this product. NOTE:

This number must be a six-digit numeric. Leading zeros are required.

QTY -- Quantity

QTY01 673 Quantity Qualifier 33' = The quantity in QTY02 is the quantity available for sale.

'37' = The quantity in QTY02 is the quantity available for remanufacture.

QTY02 380 Quantity If QTY01 = '33', this is the actual quantity of a particular item available for sale.

If QTY01 = '37', this is the actual quantity of a particular item available for remanufacture. This value must be specified relative to the unit of measure as required by AutoZone.

QTY03 355 Unit of Measure Unit of measure for the quantity found in QTY02. The unit of measure included must be the code specified by AutoZone.

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Element Position

Data Element Number

CTT -- Transaction Totals

CTT01 354 Number of Line Items The total of LIN segments in this purchase order.

CTT02 347 Hash Total Total quantity available (sum of all QTY02

elements).

Segments

Total number of X12 segments in this transaction set (including the ST and SE segments).

SE02 329 Transaction Set Control

Number

The same number that is in the ST02 element.

GE-- Functional Group Trailer

GE01 97 Number of Included Sets Total number of ST segments in this functional group.

GE02 28 Group Control Number The same number that is in the GS06 element.

IEA -- Interchange Control Trailer Segment

Groups

A count of the number of functional groups included in this transmission (the number of GS segments).

IEA02 I12 Interchange Control

Number

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EDI Document 856 -- AutoZone Advance Shipping Notices (pg. 1 of 10)

Element Position

Data Element Number

AutoZone will use code '00', meaning no authorization information present.

ISA02 I02 Authorization Information Will contain 10 spaces if ISA01 contains code of 00. ISA03 I03 Security Information

Qualifier

AutoZone will use code '00' -- no security information present.

ISA04 I04 Security Information Will contain 10 spaces if ISA03 contains code of 00.

ISA05 I05 Interchange Sender ID

Qualifier

ISA06 I06 Interchange Sender

Identification

Contains the identification of the sender. ISA07 I05 Interchange Receiver ID

Qualifier

May contain any valid ANSI code for this element. ISA08 I07 Interchange Receiver ID AutoZone's ID depending on the code in ISA07. ISA09 I08 Interchange Date Date the envelope was created, in YYMMDD format. ISA10 I09 Interchange Time Time the envelope was created, in HHMM format. ISA11 I10 Interchange Standards ID Code of 'U', meaning US EDI community.

ISA12 I11 Interchange Control Version Contains '00400'

ISA13 I12 Interchange Control Number A number assigned by the sender to uniquely identify the transmission.

ISA14 I13 Acknowledgement Request Code of '0', meaning no envelope acknowledgement requested.

ISA15 I14 Test Indicator Code of 'T' for Test data.

Code of 'P' for Production data.

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Element Position

Data Element Number

GS01 479 Functional ID Code Code of 'SH' to indicate ship notice.

GS02 142 Application Sender's Code The sender's identification (same as found in ISA06). GS03 124 Application Receiver's Code AutoZone's DUNS number (same as found in

ISA08).

GS04 373 Group Date Date the functional group was created, in

CCYYMMDD format.

GS05 337 Group Time Time the functional group was created, in HHMM

format.

GS06 28 Group Control Number Assigned number created by the sender. This same number must be used in GE02.

GS07 455 Responsible Agency Code Code of 'X' to indicate ASC X12. GS08 480 Version/Release/Industry ID

Code

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Element Position

Data Element Number

ST01 143 Transaction Set ID Code Code uniquely identifying a transaction set. '856' for shipping notices.

Number

Number assigned by the sender to uniquely identify the transaction set.

BSN -- Beginning Segment for Ship Notice

BSN01 353 Transaction Set Purpose

Code

Code of '00' to indicate original document.

BSN02 396 Shipment Identifier A number or code to identify the ASN document to the sender. May use bill of lading number or pro bill if no other shipment ID exists.

BSN03 373 Date Create date of the ASN, in CCYYMMDD format.

BSN04 337 Time Create time of the ASN in HHMM format.

DTM -- Date/Time Reference (two DTM segments are needed)

DTM01 374 Date/Time Qualifier Code of '011', meaning the date the shipment was initiated and a code of '017’, meaning the expected arrival date at AutoZone.

DTM02 373 Date If DTM01 is '011' -- actual ship date;

If DTM01 is '017' -- expected arrival date; in CCYYMMDD format.

DTM03 337 Time If DTM01 is '011' -- actual ship time.

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Element Position

Data Element Number

HL -- Hierarchical Level Segment (Shipment Level)

HL01 628 Hierarchical ID Number A unique number for each occurrence of an HL segment. For example, the first HL segment would contain a '1', the second would contain a '2', etc. HL03 735 Hierarchical Level Code A code of "S' to indicate that shipment information is

contained within this particular HL segment loop.

HL04 736 Hierarchical Child Code A code of '1', indicating that there are more HL levels subordinate to this one.

H Notes: 1. This is the first of four levels of HL segments in the AutoZone Advance Shipping Notice. The first level contains the shipment level information. The second level contains shipping tare information and is subordinate to the first HL segment. The third level contains order information and is subordinate to the second level. The fourth level is the item level and is subordinate to the third level.

2. There will only be one occurrence of the HL level for shipments in a

shipping notice. There may be more than one occurrence of the tare level and order level HLs in a shipment notice, and there will usually be multiple

occurrences of the item level HL segment.

MEA -- Measurements

MEA01 737 Measurement Reference ID

Code

Use a code of 'PD', meaning physical dimensions.

MEA03 739 Measurement Value The value contained in this element represents the measurement of the shipment, whether it is in weight, cases, pallets, cubic feet, etc.

MEA04 355 Unit of Measure Code The unit of measure code for the value found in MEA03.

TD5 -- Carrier Details (Routing Sequence/Transit Time)

TD504 91 Transportation Method Type

Code

A code representing how the shipment will be transported -- i.e., 'M' = Motor (common carrier).

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Element Position

Data Element Number

TD3 -- Carrier Details (Equipment)

TD301 40 Equipment Description

Code

A code representing the type of equipment used for the shipment -- i.e., 'TL' = Trailer

TD303 207 Equipment Number Identification number of the shipping equipment -- i.e., the trailer number.

REF -- Reference Numbers (two occurrences needed)

REF01 128 Reference Number Qualifier BM' code (bill of lading) is the first occurrence. 'CN' code is the second occurrence.

REF02 127 Reference Number If REF01 is 'BM' = bill of lading number. If REF01 is 'CN' = pro bill number. REF note: This segment can be ignored if the REF segment following the PRF segment will be sent.

N1 -- Name

N101 98 Entity ID Code Code of 'VN', meaning vendor information.

N103 66 ID Code Qualifier Code of '92', meaning N104 information was assigned by AutoZone.

N104 67 ID Code AutoZone's internal vendor number for supplier. This

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Element Position

Data Element Number

HL -- Hierarchical Level Segment (Tare Level)

HL01 628 Hierarchical ID Number

(Occurrence Number)

A unique number for each occurrence of an HL segment. For example, the first HL segment would contain a '1', the second would contain a '2', etc. HL02 734 Hierarchical Parent ID Identifies the HL level (by ID number) to which this

HL level is subordinate.

HL03 735 Hierarchical Level Code A code of 'T' to indicate that tare information is contained within this particular HL segment loop. IF APPLICABLE.

Hl Notes: 1. This is the second of four levels of HL segments in the AutoZone Advance Shipping Notice. The first level contains the shipment level information. The second level contains shipping tare information and is subordinate to the first HL segment. The third level contains order information and is subordinate to the second level. The fourth level is the item level and is subordinate to the third level.

2. There will only be one occurrence of the HL level for shipments in a shipment notice. There may be more than one occurrence of the tare level and order level HLs in a shipment notice, and there will usually be multiple occurrences of the item level HL segment.

MAN -- Marks and Numbers Segment

MAN01 88 Marks and Numbers

Qualifier

Code specifying the application or source of marks and numbers. AutoZone will use a code of 'UC' to indicate a UCC-128 barcode.

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Element Position

Data Element Number

HL -- Hierarchical Level Segment (Order Level)

HL01 628 Hierarchical ID Number (Occurrence Number)

A unique number for each occurrence of an HL segment. For example, the first HL segment would contain a '1', the second would contain a '2', etc.

HL02 734 Hierarchical Parent ID Identifies the HL level (by ID number) to which this HL level is subordinate. HL03 735 Hierarchical Level Code A code of 'O' to indicate that order

information is contained within this particular HL segment loop.

Hl Notes: 1. This is the third of four levels of HL segments in the AutoZone Advance Shipping Notice. The first level contains the shipment level information. The second level contains shipping tare information and is subordinate to the first HL segment. The third level contains order information and is subordinate to the second level. The fourth level is the item level and is subordinate to the third level.

2. There will only be one occurrence of the HL level for shipments in a shipment notice. There may be more than one occurrence of the tare level and order level HLs in a shipment notice, and there will usually be multiple occurrences of the item level HL segment.

PRF -- Purchase Order Segment

PRF01 324 PO Number AutoZone's purchase order number for the

merchandise being shipped.

PRF02 328 PO Release Number Release number for the purchase order.

REF01 128 Reference Number Qualifier 'CN' = Carrier's Reference Number.

REF02 127 Reference Number Shipper ID number (tracking number) or 'NO

SHIP' to indicate the order will not be shipped.

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Element Position

Data Element Number

HL -- Hierarchical Level Segment (Item Level)

HL01 628 Hierarchical ID Number

(Occurrence Number)

A unique number for each occurrence of an HL segment. For example, the first HL segment would contain a '1', the second would contain a '2', etc.

HL02 734 Hierarchical Parent ID Identifies the HL level (by ID number) to which this HL level is subordinate.

HL03 735 Hierarchical Level Code A code of 'I' to indicate that item information is contained within this particular HL segment loop.

HL04 736 Hierarchical Child Code A code of '0', indicating that there are no HL levels subordinate to this one.

HL Notes: 1. This is the fourth of four levels of HL segments in the AutoZone Advance Shipping Notice. The first level contains the shipment level information. The second level contains shipping tare information and is subordinate to the first HL segment. The third level contains order information and is subordinate to the second level. The fourth level is the item level and is subordinate to the third level.

2. There will only be one occurrence of the HL level for shipments in a

shipment notice. There may be more than one occurrence of the tare level and order level HLs in a shipment notice, and there will usually be multiple

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Element Position

Data Element Number

LIN -- Item Identification

LIN01 350 Assigned Identification (Occurrence number)

A unique number for each occurrence of a LIN segment. For example, the first LIN segment would contain a '1', the second would contain a '2', etc.

LIN02 235 Product ID Qualifier Code of 'SK', meaning LIN03 contains a stock keeping unit number (SKU).

LIN03 234 Product ID AutoZone's internal item number as sent on

the purchase order.

LIN04 235 Product ID Qualifier Code of 'VP', meaning LIN05 contains a vendor part number.

LIN05 234 Product ID Your organization's part number for this item.

LIN06 235 Product ID Qualifier The code of 'UP' meaning UPC code or 'UK'

meaning EAN (international product) code.

LIN07 234 Product ID If LIN06 = 'UP', the UPC code for this item.

If LIN06 = 'UK', the EAN code for this item.

SN1 -- Item Detail (Shipment)

SN101 350 Assigned Identification (Occurrence Number)

A unique number for each occurrence of an SN1 segment. For example, the first SN1 segment would contain a '1', the second a '2', etc.

SN102 382 Number of Units Shipped The number of units shipped for the item identified in the LIN segment.

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Element Position

Data Element Number

CTT -- Transaction Totals

CTT01 354 Number of HL Segments The total number of occurrences of HL segments in this ASN.

CTT02 347 HASH Total The total number of units shipped on the ASN

as found in the SN102 element.

Segments

The total number of segments in the transaction set (including SE and ST).

Number

The same control number as found in the ST02 element.

GE -- Functional Group Trailer

GE01 97 Number of Included

Transaction Sets

The total number of transaction sets found in the functional group.

GE02 28 Group Control Number The same control number as found in the

GS06 element.

IEA -- Interchange Trailer

Functional Groups

The total number of functional groups found in the interchange envelope.

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Sample VDP 856 (Advance Shipping Notices)

Two items from two separate Purchase Orders ST*856*3401 BSN*00*66079*20000225*1641 DTM*011*20000225*1630 DTM*017*20000228 HL*1**S*1 MEA*PD**1*EA TD5****A*FEDERAL EXPRESS N1*VN**92*12345 HL*2*1*O*1 PRF*91992843*00 REF*CN*469999403691 HL*3*2*I*0 LIN*1*SK*078397*VP*240015 SN1*1*1*EA CTT*3*1 SE*16*3401 ST*856*3402 BSN*00*66083*20000225*1642 DTM*011*20000225*1630 DTM*017*20000228 HL*1**S*1 MEA*PD**1*EA TD5****A*FEDERAL EXPRESS N1*VN**92*12345 HL*2*1*O*1 PRF*91522998*00 REF*CN*469363999680 HL*3*2*I*0 LIN*1*SK*322933*VP*380005 SN1*1*1*EA CTT*3*1 SE*16*3402

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EDI Document 810 -- AutoZone Invoice (pg. 1 of 8)

Element Position

Data Element Number

AutoZone will use code '00', meaning no authorization information present.

ISA02 I02 Authorization Information Will contain 10 spaces if ISA01 contains code of ‘00’.

ISA03 I03 Security Information Qualifier AutoZone will use code '00' -- no security information present.

ISA04 I04 Security Information Will contain 10 spaces if ISA03 contains code of ‘00’.

ISA05 I05 Interchange Sender ID

Qualifier

ISA06 I06 Interchange Sender

Identification

Contains the identification of the sender. ISA07 I05 Interchange Receiver ID

Qualifier

ISA08 I07 Interchange Receiver ID AutoZone's ID depending on the code in ISA07.

ISA09 I08 Interchange Date Date the envelope was created, in YYMMDD

format.

ISA10 I09 Interchange Time Time the envelope was created, in HHMM

format.

ISA11 I10 Interchange Standards ID Code of 'U', meaning US EDI community. ISA12 I11 Interchange Control Version Contains '00400'.

ISA13 I12 Interchange Control Number A number assigned by the sender to uniquely identify the transmission.

ISA14 I13 Acknowledgement Request Code of '0', meaning no envelope acknowledgement requested.

ISA15 I14 Test Indicator Code of 'T' for Test data

Code of 'P' for Production data.

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Element Position

Data Element Number

GS01 479 Functional ID Code Code of 'IN' to indicate invoice.

GS02 142 Application Sender's Code The sender's identification (same as found in ISA06).

GS03 124 Application Receiver's Code AutoZone DUNS number (same as found in ISA08).

GS04 373 Group Date Date the functional group was created in

CCYYMMDD format.

GS05 337 Group Time Time the functional group was created in

HHMM format.

GS06 28 Group Control Number Assigned number created by the sender.

This same number must be used in GE02. GS07 455 Responsible Agency Code Code of 'X' to indicate ASC X12.

GS08 480 Version/Release/Industry ID Code

Code to indicate the standard version used to create the data, i.e. '004010'.

ST01 143 Transaction Set ID Code Code uniquely identifying a transaction set. '810' for invoices.

Number

(40)

Element Position

Data Element Number

BIG -- Beginning Segment for Invoice

BIG01 373 Invoice Date Date invoice is created in CCYYMMDD

format.

BIG02 76 Invoice Number Your invoice number.

BIG04 324 Purchase Order Number The AutoZone purchase order referenced by this invoice.

REF01 128 Reference Number Qualifier Code of 'ST' indicating store number.

REF02 127 Reference Number The AutoZone store number to which the P.O.

is delivered. Note: Must be four-digit numeric. Leading zeros are required.

REF note This segment is required only if you received a store number on the purchase order. The store number will be in the ‘SHIP TO N1’ loop in the REF segment on the purchase order.

N1 -- Name

(one occurrence of the N1 loop to show remittance address information) (one occurrence of the N1 loop to show remittance address information)

N101 98 Entity ID Code Code of 'RE' or 'RI' indicating remittance

information.

N102 93 Name Name of company to receive remittance.

N3 -- Address

N301 166 Address Address of company to receive remittance.

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Element Position

Data Element Number

N4 -- Geographic Location

N401 19 City Name City of company to receive remittance.

N402 156 State State of company to receive remittance.

N403 116 Postal Code Zip code of company to receive remittance.

ITD -- Terms of Sale/Deferred Terms of Sale

ITD01 336 Terms Type Code The code identifying the type of terms.

ITD03 338 Terms Discount Percent The terms discount percentage, expressed as a percent, which is available to AutoZone if an invoice is paid on or before the terms discount due date.

ITD04 370 Terms Discount Due Date Date payment is due if the discount is to be earned in CCYYMMDD format.

ITD05 351 Terms Discount Days Due The number of days in the terms discount period by which payment is due if terms discount is earned.

ITD06 446 Terms Net Due Date The date when the total invoice amount

becomes due in CCYYMMDD format.

ITD07 386 Terms Net Days The number of days until total invoice

amount is due (discount not applicable).

DTM -- Date/Time Information

DTM01 374 Date/Time Qualifier Code of '011' meaning date shipped.

DTM02 373 Date The date the merchandise was shipped to

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Element Position

Data Element Number

FOB -- F.O.B. Related Instructions

FOB01 146 Shipment Method of Payment The code identifying payment terms for transportation charges -- i.e., 'CC' for collect.

IT1 -- Baseline Item Data

(occurs once for every line item on the invoice) (occurs once for every line item on the invoice)

IT102 358 Quantity Invoiced The number of units invoiced.

IT103 355 Unit of Measurement Code The code identifying the basic unit of measurement for the item -- i.e., 'EA' for eaches.

IT104 212 Unit Price The price per unit of product. Decimal point

required.

IT106 235 Product/Service ID Qualifier The code of 'IN' meaning AutoZone's item number.

IT107 234 Product/Service ID AutoZone's item number.

IT108 235 Product/Service ID Qualifier The code of 'VP' meaning vendor part number.

IT109 234 Product/Service ID The vendor's part number for this item.

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Element Position

Data Element Number

SAC -- Allowance, Charge, or Service (line item level)

(line item level)

SAC01 248 Allowance/Charge Indicator The code which indicates an allowance or charge for the service specified. Ex: 'A' for allowance or 'C' for charge.

SAC02 1300 Special Charge/Allowance Code

The code identifying the type of special charge or allowance. Ex: 'D240' for freight, 'C000' for Defective.

SAC05 610 Allowance/Charge Total

Amount

The total dollar amount for the allowance or charge. Decimal point assumed. Two digits right of assumed decimal point are required.

SAC06 378 Percent Qualifier Code indicating on what basis the

allowance or charge percent is calculated. Ex: '1' for item list cost.

SAC07 332 Allowance/Charge Percent Allowance or charge expressed as a percent. Decimal point required if percent includes a fraction.

SAC08 118 Rate Allowance or charge rate per unit. Not used

if SAC06 and SAC07 are used.

SAC12 331 Method of Handling Code The code indicating the method of handling for an allowance or charge. Ex: '02' for off invoice.

SAC15 352 Description A free-form description of the allowance or

charge.

TDS -- Total Monetary Value Summary

TDS01 610 Total Invoice Amount The amount of the invoice (including charges, less allowances) before terms discount, if discount is applicable. No decimal point.

TDS02 610 Amount Subject to Terms

Discount

The amount upon which the terms discount amount is calculated. No decimal point. TDS03 610 Discounted Amount Due The amount of invoice due if paid by terms

discount due date (total invoice or installment amount less

cash discount). No decimal point. TDS04 610 Terms Discount Amount The total amount of terms discount. No

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Element Position

Data Element Number

CAD -- Carrier Detail

CAD01 91 Transportation Method/Type

Code

The code specifying the method or type of transportation for the shipment -- i.e., 'M' for motor (common carrier).

CAD04 140 Standard Carrier Alpha Code (SCAC Code)

The SCAC code of the carrier for the shipment.

Federal Express = 'FEDX'

Airborne = 'AIRB' JB Hunt = 'JBHL' Roadway Express = 'RDWY' Sure Way = 'SUWL' Yellow Freight = 'YFSY' CAD07 128 Reference Number Qualifier The code of 'BM' meaning bill of lading

number.

CAD08 127 Reference Number The bill of lading number for the shipment.

For VDP this is the carrier’s tracking number (no spaces, no leading zeros).

SAC -- Allowance, Charge, or Service (summary level)

(summary level)

SAC01 248 Allowance/Charge Indicator The code which indicates an allowance or charge for the service specified. Ex: 'A' for allowance or 'C' for charge.

SAC02 1300 Special Charge/Allowance Code

The code identifying the type of special charge or allowance. Ex: 'D240' for freight, 'C000' for Defective.

SAC05 610 Allowance/Charge Total The total dollar amount for the allowance or charge. Decimal point assumed. Two digits right of decimal point are required.

Decimal point assumed. Two digits right of assumed decimal point are required.

SAC06 378 Percent Qualifier Code indicating on what basis the

allowance or charge percent is calculated. Ex: '1' for item list cost.

SAC07 332 Allowance/Charge Percent Allowance or charge expressed as a percent. Decimal point required if percent includes a fraction.

SAC08 118 Rate Allowance or charge rate per unit. Not used

if SAC06 and SAC07 are used.

SAC12 331 Method of Handling Code The code indicating the method of handling for an allowance or charge. Ex: '02' for off invoice.

SAC15 352 Description A free-form description of the allowance or

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Element Position

Data Element Number

ISS -- Invoice Shipment Summary

ISS01 382 Number of Units Shipped The numeric value of units shipped for a transaction set.

ISS02 355 Unit of Measurement Code The code identifying the basic unit of measurement for the units shipped -- i.e., 'EA' for each, 'PL' for pallet.

ISS03 81 Weight The numeric value of weight.

ISS04 355 Unit of Measurement Code The code identifying the basic unit of measurement for the weight -- i.e., 'LB' for pounds.

CTT-- Transaction Totals

CTT01 354 Number of Line Items The total number of line items in the transaction set.

Segments

The total number of segments in the transaction set (including SE and ST).

Number

The same control number as found in the ST02 element.

GE -- Functional Group Trailer

GE01 97 Number of Included

Transaction Sets

The total number of transaction sets found in the functional group.

GE02 28 Group Control Number The same control number as found in the

GS06 element.

IEA -- Interchange Trailer

Functional Groups

The total number of functional groups found in the interchange envelope.

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Addendum to the 810 Map

In order for AutoZone to standardize our Accounts Payable systems, we will be using the following special charge or allowance codes:

Description Code

New Store Allowance E740

New Warehouse E770

Defective C000 Warranty C000 Volume I530 Freight D240 Advertising A260 Promotional F800 State Tax H770

Local Sales Tax H730

Core Charge B750

California Oil Cost Recovery Fee B770

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5.0 VDP Program Agreements

5.1 Vendor Direct Parts Agreement

(48)

Program Agreements

AutoZone Parts, Inc.

Vendor-Direct Parts Program Agreement

THIS VENDOR-DIRECT PARTS PROGRAM AGREEMENT is made as of the __________

day of _________________, 20____, by and between AutoZone Parts, Inc., a Nevada corporation ("AutoZone"), and ______________________________, a ___________________ corporation ("Vendor").

1 Definitions

1.1 "EDI" shall mean electronic data interchange as defined in the Electronic Data Interchange Trading Partner Agreement ("EDI Agreement") between the parties.

1.2 "PO" shall mean a purchase order as transmitted to Vendor by AutoZone via EDI. 1.3 "ASN" shall mean advance shipping notice transmitted to AutoZone by Vendor via EDI.

1.4 "Carrier" shall mean Federal Express Corporation, Airborne Express, or other such express carrier as agreed between the parties in writing.

1.5 " Confidential Information " as used herein shall mean all information, documentation, software (including listings thereof and documentation related thereto), devices disclosed or made available by AutoZone to Vendor, and AutoZone's business plans, present or future, its products or policies. Confidential Information shall not include data or information:

1.5.1rightfully in the possession of Vendor prior to its disclosure by AutoZone; 1.5.2 independently developed by Vendor;

1.5.3 publicly disclosed by AutoZone;

1.5.4 rightfully received by Vendor from a third party without restrictions on disclosure or use; 1.5.5 approved for public release or disclosure by AutoZone;

2 Term and Termination

2.1 This Agreement shall be effective upon execution by both parties hereto and shall remain in effect until terminated.

2.2 This Agreement may be terminated by either party upon at least thirty (30) days prior written notice.

(49)

Program Agreements

3 Parallel Agreements

3.1 This Agreement shall be interpreted in conjunction with all other agreements between AutoZone and Vendor referencing this Agreement or referenced in this Agreement. Other existing agreements between the parties are the Vendor Agreement and the EDI Agreement, all as may be amended from time to time, which are incorporated herein by reference.

3.2 Upon request by AutoZone, Vendor shall enter into an agreement with an overnight air carrier of AutoZone's choice ("Carrier Agreement"), which shall remain in effect until termination of this Agreement.

4 Inventory

4.1 Vendor shall transmit a dedicated minimum inventory agreed between Vendor and AutoZone or transmit all open inventory information:

4.1.1 By 9:00 p.m., Central Time, to AutoZone via EDI at one of the times as stated below:

4.1.2 Daily for all available parts;

4.1.3 The transmission shall be in accordance with the VDP EDI map # 846.

5 Ordering and Shipping

5.1 AutoZone will transmit and make available via EDI any purchase orders ("POs") to Vendor between the hours of 7 a.m. and 10 p.m., Central Time. Vendor shall receive POs up to the time agreed by AutoZone and the Vendor ("Vendor Cut-Off Time").

5.2 Vendor shall ship all items ordered on POs received prior to the Vendor Cut-Off Time via the Carrier the same day of receipt unless otherwise agreed to in writing by the parties. All such shipments shall be sent to the AutoZone store stated in the PO.

5.3 Prior to 9:00 p.m., Central Time, Vendor shall transmit an ASN to AutoZone confirming shipment of the goods ordered.

6 Vacations and Holidays

6.1Vendor shall notify AutoZone at least thirty (30) days in advance of any vacations or holidays that will affect shipment of products under this Agreement.

(50)

Program Agreements

7 Shipping Errors

7.1 Vendor shall pay all costs incurred by AutoZone or Carrier to correct any shipping errors made by Vendor. Shipping errors shall include, but not be limited to, shipping the wrong product, shipping a product to the wrong address, or failure to follow shipment instructions of AutoZone or the carrier.

8 Event of Default

8.1 Any occurrence of any of the following shall be considered an Event of Default under this Agreement: 8.1.1 Violation of the confidentiality section of this Agreement by Vendor;

8.1.2 Consistently making shipping errors;

8.1.3 Being in default of or termination or expiration of any other agreement between AutoZone and Vendor;

8.1.4 Being in default of or termination or expiration of any necessary agreements between Vendor and Carrier; and

8.1.5 Failure to transmit inventory information or any required ASNs in a timely and accurate fashion.

8.2 Upon an occurrence of an Event of Default AutoZone may take any or all of the following actions: 8.2.1 Immediate termination of this Agreement;

8.2.2 Charge to Vendor any or all of its costs incurred in correcting Vendor default; 8.2.3 Any remedial action under the Uniform Commercial Code or the Vendor's Agreement between the parties; and/or

8.2.4 Obtain injunctive relief for violation of the Confidentiality Agreement.

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Program Agreements

9 Confidentiality

9.1 Vendor acknowledges and agrees that Confidential Information is proprietary to and a valuable trade secret of AutoZone and that any disclosure or unauthorized use of any Confidential Information will cause irreparable harm and loss to AutoZone.

9.2 In consideration of the disclosure to Vendor of Confidential Information, and other good and valuable considerations, the receipt and sufficiency of which is acknowledged, Vendor agrees to:

9.2.1 not copy, in whole or any part, Confidential Information without written consent of AutoZone; 9.2.2 disclose Confidential Information only to Vendor employees that need to know the information for the performance of their duties;

9.2.3 not disclose Confidential Information to persons outside of Vendor without written consent of AutoZone;

9.2.4 return all Confidential Information, including any copies or other records, to AutoZone upon receipt of a request from AutoZone, a decision by Vendor to not engage in or to cease doing business with AutoZone, or completion of business between the parties, whichever event occurs first.

9.3 The obligations of this confidentiality provision shall be ongoing, notwithstanding any termination or expiration of this Agreement.

10 Miscellaneous

10.1 This Agreement shall be governed by the laws of the State of Tennessee, without regard to its choice of law rules, 14 of vendor agreement

10.2 No party shall be liable to the other for any failure to perform its obligations

hereunder where such failure results from any act of God or other cause beyond such party's reasonable control.

10.3 All notices shall be deemed received three days after it is sent by certified mail, return receipt requested, or when actually received by hand-delivery or overnight courier. All notices shall be sent to:

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Program Agreements

To Vendor:

______________________________ ______________________________ ______________________________ ______________________________ To AutoZone: AutoZone Parts, Inc.

123 South Front Street, Dept 9009 Memphis, TN 38103

Attn: Executive VP, Merchandising with a copy to the General Counsel at the same address.

10.4 The provisions herein contained constitute all the terms and conditions of the

agreement between the parties as to the above matters, and supersede any and all prior agreements and understandings, written or oral, if any, other than the documents specifically incorporated by reference. 10.5 No amendments, additions or changes hereto shall be binding upon either party

unless in writing and signed by an authorized representative of each party.

IN WITNESS WHEREOF, each party hereto warrants and represents that this Agreement

has been duly authorized by all necessary corporate action and that this agreement has been duly executed by and constitutes a valid and binding agreement of that party.

AUTOZONE PARTS, INC. VENDOR

By: ___________________________ By: ____________________________ Print Name: ____________________ Print Name: _____________________ Title: _________________________ Title: __________________________ Date: _________________________ Date: __________________________

AUTOZONE PARTS, INC. VENDOR

By: ___________________________ By: ____________________________ Print Name: ____________________ Print Name: _____________________ Title: _________________________ Title: __________________________ Date: _________________________ Date: __________________________

(53)

5.2 Carrier Shipping Device Policy

Carrier shipping account numbers provided to the vendor for AutoZone shipments are to be used exclusively for this purpose. Whether by error or intentional misuse, improper use of the carrier account number increases AutoZone's administrative expenses. Carrier shipping devices provided to the vendor to specifically support AutoZone's VDP program are to be used solely for AutoZone shipments, unless the carrier and AutoZone are notified well in advance of the usage change. AutoZone will hold the vendor responsible for all shipping charges resulting from improper use of the AutoZone-only carrier shipping device (if applicable) and/or carrier account numbers. In addition, the following penalty will be applied:

Effective March 1, 1999, any non-AutoZone shipment billed to an AutoZone account number will be assessed an additional $50.00 administrative charge per airbill.

VDP Program Vendor Guidelines

VDP Program

Vendor Guidelines

(EDI X12 version 004010)

Table Of Contents

1.0 Introduction

1.1 Summary

1.2 How It Works

2.0 Vendor Requirements

2.1 In-Stock Information

2.2 Inventory Accuracy

2.3 EDI Documentation

2.4 Data Transmission

2.5 Shipping

2.6 Tracing Undelivered Parts

2.7 Shipping Errors

2.8 Returns

2.9 Invoices

2.10 Vendor Holidays

2.11 Non-Compliance

2.12 Vendor Agreements

3.0 AutoZone Contacts

3.1 EDI Technical Contacts

3.2 Invoices and Payments

3.3 Merchandising Business Contact

3.4 Logistics Contact

4.0 Required EDI Documents -- Maps

TD5 – Carrier Details (Routing Sequence/Transit Time)

5.0 VDP Program Agreements

5.1 Vendor Direct Parts Agreement

1 Definitions

2 Term and Termination

3 Parallel Agreements

4 Inventory

5 Ordering and Shipping

6 Vacations and Holidays

7 Shipping Errors

8 Event of Default

9 Confidentiality

10 Miscellaneous

5.2 Carrier Shipping Device Policy