The Current State of Electronic Parts Cataloging in the North American Automotive Aftermarket
A Strategy to Broaden and Improve the Use of Electronic Parts Lookup and Ordering
Authored & Submitted by Free-Cat, Inc.
July 1, 2008
Contents
An Overview of the History of Cataloging in the Aftermarket8
Market Impediments That Require Action11
Addressing the Technology Needs of Independent Service Centers16
An Overview of the Governance and Oversight Process of Free-Cat23
An Operational Overview of the Free-Cat Technology25
Free-Cat and Software Developers27
The Anticipated Benefits of Free-Cat29
Becoming Affiliated with Free-Cat30
Appendix B – Application Form38
Introduction
Everyone in the aftermarket stands to benefit if aftermarket manufacturers’ data gets to the market substantially faster than it does today. If new numbers are introduced more quickly, service technicians will purchase those parts from aftermarket suppliers rather than from OE sources. Likewise if data errors are corrected more quickly, this will result in reduced returns and stranded part numbers. The result will create revenue, keep loyal customers away from OE dealers, reduce expenses and improve quality of customer services across the channel.
In other distribution channels similar to the automotive aftermarket, including HVAC, plumbing, office supplies, industrial products and electrical products there exists a much higher degree of adoption of electronic parts catalogs and electronic parts ordering. The aftermarket has been struggling to effectively implement both for the better part of twenty five years. Make no mistake, there have been substantial improvements in technology and content management by many EPCs, but problems caused by inaccurate mapping still abound. But the biggest, most costly problem with EPCs is the huge time lapse in getting manufacturers’ POS data to the counters and shops of the aftermarket.
While the use of eCats is high at the aftermarket store level (estimates run above 90% of all look-ups), many are “green screen” formats and have limited expanded product information past application data and price. Use of eCats at the point of installation is quite low (estimates well below 50% of look-ups) and the breadth of content is not as robust as it could be. Additionally, many providers of ordering systems charge transaction fees which adds cost to products sold this way. This approach discourages adoption of new technology. Fortunately it appears that the EPCs are recognizing the constraint imposed by these linear, no-cap fee structures.
The Free-Cat organization believes that with the right technology tools and the availability of a comprehensive database of parts information that is linked to an industry owned and supported parts look up utility, eCommerce can and will prosper. And that those benefits can be realized quickly, certainly within the year.
Another major benefit of Free-Cat is that it will set wheels in motion immediately for manufacturers to regain virtually complete control of their POS data. This will happen through faster technology adoption and closer collaboration with EPCs.
Free-Cat is a relatively simple solution to a complex set of problems that have converged in the North American automotive aftermarket industry. In fact, the concept is so simple that many people find it difficult to understand its true value. It mitigates or eliminates many of the myriad problems facing today’s aftermarket, using technology and process changes to continually improve efficiencies.
This paper has been created to describe the complex market conditions that are making the broad adoption of electronic parts lookup and ordering much more fragmented and difficult than it needs to be in the North American aftermarket. It will go on to suggest that a manufacturer funded and led initiative can offer everyone in the aftermarket an opportunity to realize the full efficiencies that electronic commerce represents. This paper has been created by the team of volunteers who conceived and incorporated Free-Cat, Inc., as a not-for-profit aftermarket industry organization and now submits it to the automotive aftermarket industry for consideration.
Executive Summary
All participants in the aftermarket supply chain stand to benefit if manufacturers’ data gets to the market substantially faster than it does today. Currently it typically takes EPC service providers anywhere from 60 to 150 days to get manufacturers’ updates to market. This includes time to “map” data from industry standard formats in which manufacturers submit the data into the proprietary formats used by many of the commercial eCats. Additional time is required to run validation routines, burn the data to discs and mail them to users, which is still the most common method of distribution used by both commercial and private eCats.
Even more problematic than the delays in getting new parts and carry forward data to the market quickly is the delay in fixing data errors. Some of these errors are created by poor data management on the part of manufacturers and some are the result of mapping errors by the eCats. Regardless of the source of the errors, the amount of time (again, typically 60 to 150 days) it takes to fix them in the field is unacceptable.
In addition to the time lags cited above there is a significant amount of other data that is not getting down to the service bays, or in some cases is not being made available to the market at all. In recent reliable research, techs said they believe that manufacturers have a plethora of data that is not easily accessible. While services like Mitchell and IATN are seen as valuable resources, techs still depend heavily on manufacturer’s websites to augment their needs for information. A recent study by NCMA showed that upwards of 60% of techs rely on manufacturer websites to find current information they cannot get elsewhere.
Data is a valuable asset to aftermarket companies. Suppliers spend millions of dollars every year to create and maintain the data that is required for them and their channel partners to sell the products they provide. The body of product related data created by suppliers is an intellectual property as significant as patented technology or formulations. Many in the marketplace however are not treating the data that way.
General market data practices are far too loose and treat data as “public domain” property. It is not. Data is the property of its creator and should only be shared with parties authorized by its owner. The marketplace’s attitude and prevailing data practices have resulted in an overall degradation of intellectual property security that needs to be brought under control as quickly as possible.
It is the confluence of these aforementioned circumstances that create the need for an industry driven solution to allow for the broader adoption of electronic parts lookup and ordering at every level in the aftermarket. Enter Free-Cat.
Several leading aftermarket parts suppliers got the Free-Cat ball rolling by putting up seed money to allow a manageable number of volunteers to meet and conceive the structure and governance of Free-Cat. Those companies were, Affinia, Bosch, Cardone, Dayco, Federal Mogul, Gates, Standard Motor Products and Tenneco. These companies have no special rights or ownership in Free-Cat. Most do have seats on the board of directors primarily out of respect for the need for oversight of the seed money they invested.
The Free-Cat model is a replication of how manufacturers used to take the lead in developing catalogs and distributing them. In the traditional model manufacturers assumed responsibility for their catalog data from beginning to end. They researched OEM applications and engineered products and validated them for form, fit & function. They assigned part numbers to the products and then aggregated the data and published it in paper catalogs. Then they distributed those catalogs (through channel partners) to jobbers and installers. The goal of Free-Cat is to electronically replicate that traditional aftermarket distribution model for catalogs.
Free-Cat is three pieces of technology and a governance/oversight body. The technology components consist of 1) a standards-based look-up utility, which is connected to a 2) common shared database populated with the application data that can be shared via a 3) member registered website or through authorized developers.
The standards-based look-up utility is what is more commonly called an eCat. It has the capability to match a year, make and model of a vehicle with a part number of a replacement parts manufacturer.
That catalog is connected to a common shared database populated with the application data of member companies. That application data consists of a typical list of information that companies share today with commercial eCats to enable lookups (Year, Make, Model, Part Description, Per Vehicle Quantity, CID, Blue Price, etc.).
The third piece of technology is Free-Cat.com. Free-Cat.com will be a website available to all legitimate aftermarket practitioners who require the most up-to-date information about the auto parts that they sell or install. Installers and parts resellers can register to receive a password that gives them access to the site.
The governance body is a board of directors that screens members for ethical data practices and authorizes developers to use Free-Cat technology on the condition that no transaction fees are added for channel partners who use it to look up parts. Hence, a free eCat for the marketplace.
Free-Cat is an independent, not-for-profit corporation incorporated in the state of Illinois. It is led by a board of directors representing a cross section of leading aftermarket manufacturers. It has no direct employees, relying on volunteers and contract service providers to maintain its operation. This makes Free-Cat very inexpensive to operate and provides maximum flexibility in terms of expanding or shrinking to address needs. Free-Cat is a standards based entity and endorses and supports the technology standards as set forth and approved by the leading aftermarket trade associations.
Membership in Free-Cat is available to firms that are bona fide suppliers of authentic motor vehicle parts and accessories with unique identifying numbers, letters or a combination of numbers and letters that are neither copied nor derived from similar parts produced by any other firm without the other firm’s express consent and authorization.
Free-Cat is a low cost, high value resource that will help to address some of the aftermarket’s more compelling problems. Most notably, it gets aftermarket manufacturers’ data to the market substantially faster than it does today. Likewise if data errors are corrected more quickly, we will reduce returns and stranded part numbers. The result will create revenue, keep loyal customers away from OE dealers, reduce expenses and improve quality of customer services across the channel.
An Overview of the History of Cataloging in the Aftermarket
Electronic parts cataloging (EPC) was introduced to the aftermarket in the late 1970s by independent service providers (ISP). They became the “middlemen” in the exchange of parts and application data. Prior to that all catalogs were paper-based and manufacturers had full responsibility for their catalog data and its distribution. The process generally went something like this: Identify and research OEM applications via microfiche: document “carry-forward” coverage and assign new part numbers as needed; get samples and have new parts reverse engineered; have engineering and purchasing people provide information to use in a make or buy decision; and pass the file along to the purchasing people; add the part number into the process to get it cataloged (often done by making notations in a “master copy” of the most recent printed book; on a regular basis (usually annually or bi-annually) take the master copy to a typesetter (who typically was also the printer.) Manufacturers had their catalogs printed and then distributed through the supply channel, hopefully all the way to the service dealer.
The advent of EPC eventually changed that model profoundly. For the first few years however not much changed for aftermarket manufacturers. They went through the same general process with one significant difference. As soon as their catalogs were printed copies would go to the ISPs for input (keypunching) into their proprietary systems. Yes, in the early days of the EPC the paper books were available in the field before their electronic counterparts. Through the years technology changed, processes were changed and manufacturers figured out that you could not “evolve” a paper-based system into EPC…you had to buy or create an electronic system that also would generate output for paper catalogs. Driven by a few visionary technology pioneers, the early eCats were working with a largely uncooperative constituency.
By the 1990s some of the recipients of data who had leverage with suppliers were able to use their influence to get manufacturers to submit data in electronic templates. This led to one of the catalog pioneers, Profit Pro, to donate its data template to the industry (APAA) to use as a standardized template for the electronic submission of application data. This was the first industry catalog data standard which is known today as AAIA Legacy.
The standard was slow to take hold since the dominant commercial catalog and the dominant private catalog refused to accept data submitted in the new standardized format. But eventually, the standard gained broad adoption with an estimated adoption today of over 90% of manufacturers.
In an attempt to make the standard more pervasive, AAIA spent much of the early part of this decade negotiating with all data receivers to embrace a new standard built around a relational database. This led to the introduction and eventual adoption of a new standard called Aftermarket Catalog Enhanced Standard (ACES). With ACES the aftermarket has a catalog standard embraced by the vast majority of data receivers both public and private. But while the market has embraced the ACES standard, most of the commercial and private EPC’s still have a proprietary, unique architecture. The primary problem is the existence of multiple vehicle configuration databases that are in use by the various EPCs. While ACES is a “definitive standard” for a vehicle configuration database (the ACES VCdb), there is not a single commercial or private EPC as of this writing that functions in a native ACES environment. That means everyone must “map” data from the format it is received in (even when that is ACES) into their proprietary format. It is not uncommon at all for errors to be introduced in the translation process.
Free-Cat envisions building on the momentum of the ACES standard by creating a standards-based database and look-up utility.
The Genesis of Free-Cat
Free-Cat exists because of the hard work and creativity of a few industry visionaries who believed that the free flow of catalog data as authored and supported by its creator, the catalog departments of manufacturers, was a much better method of its distribution than the antiquated manual keying of paper catalogs by early third-party eCat companies.
Probably the most ardent supporter of this cause was the late Art Fisher of Fisher Auto Parts and the founder of the Federated program group. He championed the idea that electronic catalogs should be like their paper cousins, available to everyone in the aftermarket free of charge. He understood that technicians want the ability to look up the brands they prefer and that he would get their business based on his ability to service their needs and not by trying to control their access to information. He pursued that in partnership with Brad Duncan, the CEO of aftermarket technology provider MindQuest. and former founder and CEO of Profit Pro.
Brad, the author of what became the original AAIA Legacy data standard created an “open-source” database populated with the application information of the lines carried by Fisher Automotive and other Federated members. Then he created “web service tools” that allow authorized aftermarket businesses (WDs, jobbers and service dealers) to access that database with “customized user interfaces.” A fancy way of saying he created an eCat tied to a common database using the most up-to-date web-based technology tools. This model is currently operational and functioning as designed.
Following the untimely death of Art Fisher and with the blessing of the Federated program group, MindQuest agreed to provide to the industry the free-flowing, manufacturer-supported eCat database and the necessary software tools to make it functional as the Free-Cat Technology Suite. Free-Cat, Inc., at request of MindQuest, has agreed to memorialize the formation of Free-Cat by honoring Art Fisher as a co-founder.
Free-Cat was created to be the governance body for the technology.
Market Impediments That Require Action
There are six market impediments that are in desperate need of reform if the aftermarket is to optimize the savings and efficiencies available with electronic parts lookup and ordering. Following is a detailed examination of each:
1.Data is too slow in reaching the marketplace.
Currently it can take EPC service providers anywhere from 60 to 150 days to get manufacturers’ updates to market. This includes time to “map” data from industry standard formats in which manufacturers submit the data into the proprietary formats used by many of the commercial eCats. Additional time is required to run validation routines, burn the data to discs and mail them to users. While some commercial eCats are capable of Web-based data distribution, the vast majority of their customers are not. That’s because they have not updated to Web-enabled systems.
Even more problematic than the delays in getting new parts and carry forward data to the market quickly is the delay in fixing data errors. Some of these errors are created by poor data creation or management by manufacturers; some are the result of mapping errors by the eCats. Regardless of the source of the errors, the amount of time it takes today to get them fixed in the field is unacceptable.
Some commercial EPCs view fixing data as a central part of their value proposition. They routinely talk about the shoddy quality of the data they receive and the quality assurance process they put it through to make it work in their electronic formats. Compounding the problem of errors introduced by these well intentioned efforts is the fact that the changes they make often are not communicated directly back to the creators of the data.
To effectively and efficiently clean up data errors will require a quicker means of getting feedback to the data owner and then a quicker method of getting corrections posted. The data owner is in the best position to determine if an error is indeed an error and to take appropriate action. Better communication is critical to ratcheting up the quality of aftermarket application data. Then we can subsequently turn our attention to getting better at providing product attribute data.
2.Not enough data getting to market and not making it far enough down in the supply chain to optimize benefit.
In addition to the time lags cited above there is a significant amount of other data that is not getting down to the service bays, or in some cases is not being made available to the market at all. In some recent, reliable research, techs said they believe that manufacturers have valuable data that is not easily accessible. Still, techs depend heavily on manufacturer’s websites to augment their needs for information. A recent study by NCMA showed that upwards of 60% of techs rely on manufacturer websites to find current information they cannot get elsewhere.
One limitation in getting this data into the bays is the limited architecture of many EPCs. Some only have the limited number of data fields required to fully describe aftermarket parts product attributes and supplement information exchange. These attributes, commonly called PIES for the Product Information Exchange Standard developed by AAIA, require anywhere from 15 to 75 fields, many of which don’t exist in their formatting. Some EPCs have as few as 15 fields to accommodate product beyond its application. Since the commercial eCats form the primary method by which data is passed down the supply chain from distributors to jobbers to installers, much of this data never gets out into the market.
Additionally, many commercial eCats are built on older platforms and lack the capability to include pictures and diagrams. As parts proliferation continues and as variations in the appearance of parts becomes more commonplace, use of graphical data is becoming more essential in helping the end user determine the right part. Not having graphical capabilities is limiting this selection process and adding to the return problem.
3.Data inaccuracies are rampant in the aftermarket.
There is an alarming incidence of errors and inaccuracies that exist in the application data residing in aftermarket EPCs.
There are two primary drivers behind the issue of inaccurate application data in the aftermarket; 1) a lack of disciplined data management practices at many manufacturers and 2) mapping errors that are introduced by ISPs when they translate data into their native format.
While most companies have elaborate systems and procedures for managing their product inventory, most are far less structured and process oriented when it comes to managing their product data. Many are treating the function the same as when they used to output only paper catalogs. That creates myriad problems when outputting data to electronic formats.
Another key problem for many manufacturers is the existence of multiple points of entry into their data files and the ability for multiple parties to change data at any time. Since most manufacturers are required to maintain between sixty and ninety different data fields for a few thousand SKU’s across three to five different computer environments, the opportunity for data errors is enormous. Every department has conflicting ways of capturing and stating the same facts. And human nature being what it is, each believes their way is the best.
Manufacturers need a systemized process for creating and distributing product and application data. The process must include where and how it is kept, as well as establishing who within the organization is responsible for its care and handling.
Free-Cat will place a much higher onus on manufacturers to maintain their data. Too many today have haphazard data practices. Too many are relying too heavily on third parties to assure their data’s accuracy. In the Free-Cat environment, manufacturers will have to step up and place much more importance on this critical function. Really good operators will make sure their upper management is more involved in the care and feeding of their data. Free-Cat believes that in the long run this will benefit the market since no one has a greater interest in the timeliness and accuracy of the data than does its owner.
The second major contributor to inaccurate data is translation errors that occur when mapping data from one system to another. As explained earlier, there is a significant issue with the multiple vehicle configuration databases that are in use throughout the market. While ACES is the definitive standard VCdb, today it is not the native format for any commercial or private EPC that we know of. Everyone who is receiving data in ACES format currently must “map” that data into their proprietary format. The subtle difference in how each system “defines and describes” a vehicle type can lead to data errors every time a translation is made.
4.There is blatant disregard for intellectual property rights of data creators.
Data is a valuable asset to aftermarket companies. Suppliers spend millions of dollars every year to create and maintain the data that is required for them and their channel partners to sell the products they provide. The body of product related data created by suppliers is an intellectual property as significant as patented technology or formulations. Many in the marketplace however are not treating the data that way.
General market data practices are far too loose and treat data as “public domain” property. It is not. Data is the property of its creator and should only be shared with parties authorized by its owner. The marketplace’s attitude and prevailing data practices have resulted in an overall degradation of intellectual property security that needs to be brought under control as quickly as possible.
The invasion of low-cost country (LCC) competition, mostly from China has elevated the intellectual property problem from an annoyance to a crisis. LCC competitors are able to sell at price points substantially under established manufacturers and not just because of the lower labor costs in the countries where they produce their products. In many cases the LCC competitors are using the intellectual property of the established manufacturers to compete against them. They are “borrowing” their part numbers, cataloging, images, tech support or other value-added services offered by established manufacturers. It is relatively easy for them to buy a file of catalog data from a third party provider and assign part numbers as if they were their own. They often tell their channel partners to “just look it up in the Acme catalog and order it from me using their part number.” Free-Cat views this behavior for what it is; theft of intellectual property.
Most commercial (and some private) EPCs have contractual arrangements with manufacturers who provide them with application data. Most of these give the EPC “ownership” of the manufacturer’s data. This means they have unrestricted rights to provide or sell the data to anyone they choose. While most behave in an ethical manner, Free-Cat believes the mere existence of these contractual releases of ownership is a contributor to the overall degradation of intellectual property security in the aftermarket.
5.Transaction fees tend to drive up the cost of doing business electronically.
While no one questions the right of any company to make a fair return on their investment, Free-Cat feels that a business model that levies transaction fees when installers order electronically is unduly burdensome and counterproductive to the intent of electronic ordering. Electronic parts lookup and ordering should reduce costs. It reduces the number of printed catalogs and the number of people that must answer phones and it speeds the transmission of orders, all of which reduce costs in the supply chain. If however a uniform “tax” is levied on all the volume that is transacted electronically, it is difficult to realize the gain.
In a day and age where consumers understand that the lowest prices for many things like airline tickets and hotels are found on the web, and realize that they often have to pay more if they want to “speak to a real person,” it seems incongruous aftermarket practitioners have to attach a fee or surcharge for web purchases. Free-Cat believes that the availability of more complete and more accurate data on a computer screen in front of technicians will enable them to place more accurate orders. It also saves the time and expense of interacting with a person at the other end of a phone. Ultimately it will reduce costs for everyone.
6.There is a general disregard for the needs of the aftermarket’s ultimate consumer, the tech in the bay.
When it comes to on-line ordering, every tier in the supply chain seems to have a different agenda. Virtually all resellers have approached the issue of electronic parts look up and ordering from their own perspective, giving little consideration to what their customers really want. After all, it just seems like good business sense to supply the electronic tools and then leverage that investment by only allowing the service dealer to order from the supplier’s stores. This perception has led to most resellers having created one-off solutions designed to route orders from technicians to their outlets exclusively. In some instances solutions offer access to several resellers, but make it cumbersome to switch away from the “preferred” provider.
Shop system providers (like Mitchell1 or R.O. Scott) are encumbered with the task of integrating their systems with myriad solutions created by numerous program groups and individual resellers. In the end they have the time and expense of mapping to and staying in sync with a half dozen or more ordering systems. This activity does not add value commensurate with the cost and time delays it introduces into the marketplace; and it is not what the service dealers want.
Unfortunately, the net effect of this leaves the one true customer, the independent service center, lacking what he wants and needs. Research by Babcox Publishing has for years reported that the typical service dealer maintains buying relationship with five to seven suppliers. If he is attempting to use technology it means five to seven ordering & look-up programs each with their own unique navigation peculiarities. This is a cumbersome and wasteful situation.
Addressing the Technology Needs of Independent Service Centers
Research has shown clearly what technicians would find ideal in a parts look up and product ordering technology for use in their shops.
•They want to be able to look up a part and see what it costs and if it is available.
•They want the ability to order from any supplier (jobbers/distributors/parts stores) they choose.
•They would like to see the availability of the brands they prefer and not just the ones that are available from a single source.
•They would like to see all the parts that likely will be needed to do a particular job, and what related parts might be required.
•They would like to pay the same as if they ordered the part over the phone.
•They would like their ordering system to integrate with their shop management system to update work orders, estimates and invoices.
•Perhaps most importantly, they want accurate and reliable product and application information. Many have lost confidence in the technical prowess of their parts counterpeople and would rather make the part selection themselves.
Today, we know of no single system that is able to do all seven of these things. It is understandable why many in the aftermarket have embraced the idea that look-up and ordering technology could be used as a proprietary selling tool. “I’ll supply the system but you can only use it to buy from me.” It is even more understandable why an independent service dealer would not want to be limited to a single supplier.
So the restrictive use of such technology is ubiquitous in the aftermarket because it makes a compelling business case, all it does is make more work at the service dealer level. That’s because the technicians simply are not going to limit their supplier base, and therefore will have several of these “exclusive” program icons on their desktop.
Enlightened parts sellers are beginning to realize that there is leverage to be gained with clever use of some technology, but look-up and ordering is not where it’s at.
Likewise, manufactures are going to have to get comfortable with all their competitors (including private labels) appearing together with their brands. It is what the tech wants to see. Distributors and jobbers are going to have to accept that installers buy from more than one source and that pricing and availability shopping will take place. They do that today over the phone and by logging in and out of various proprietary ordering systems. Hiding price or inventory information from techs will not make them more likely to buy. In fact, it will have just the opposite effect.
Ultimately, it is critical for an installer to have complete access to a broad range of parts available from a variety of sources. An “abridged” eCat that contains only the lines offered by a particular manufacturer or distributor is of nearly no use to the technician. The technician needs an “industry” eCat that includes all the product lines he uses regularly along with those he may only need occasionally. And the ability to choose the store he wants to purchase the product from.
The Case for Free-Cat
Convergence of these issues has created the need for an industry driven solution to allow for the broader adoption of electronic parts lookup and ordering, especially at the service dealer level in the aftermarket.
In spite of widespread support for the AAIA standards, there still are ten to 20 major private and commercial platforms being used in the aftermarket today. This requires manufacturers to be able to export their data in several different formats and left unchecked the problem will grow more complex in the future. The major commercial EPC provider is losing market share to “privatization” as successful resellers identify the catalog area as a bottleneck in the supply chain that can be fixed with a proprietary approach. On the other end of the spectrum the problem is exacerbated by resellers who choose not to invest in new technology but to continue doing business with antiquated, green-screen systems. Commercial providers have to continue supporting these ancient but functional systems because they represent such a high percentage of their customer base.
Through it all, the one suffering the most is the installer. The ever increasing incidence of parts proliferation combined with the demise of the career counterman clearly has put the installer potentially in the best position to look up and specify the parts he needs for a job. Note the use of the term “potentially.” The problem is the dearth of full, rich and accurate data being made available to the installers (and resellers) in a timely fashion.
Something needs to be done. Historically most aftermarket practitioners have looked to (and even expected) manufacturers to take point on addressing these types of industry issues. And that is what has happened in the case of Free-Cat.
Several leading aftermarket parts suppliers got the Free-Cat ball rolling by putting up seed money to allow a manageable number of volunteers to meet and conceive the structure and governance of Free-Cat. Those companies were, Affinia, Bosch, Cardone, Dayco, Federal Mogul, Gates, Standard Motor and Tenneco. These companies have no special rights or ownership in Free-Cat. Most do have seats on the board of directors primarily out of respect for the need for oversight of the seed money they invested.
In the pages ahead, the concept of Free-Cat will be described in detail.
The Free-Cat Solution
Simply stated, Free-Cat is three pieces of technology and a governance/oversight body.
The technology components consist of 1) a standards-based look-up utility, which is connected to a 2) common shared database populated with the application data that can be shared via a 3) member registered website or through authorized developers.
The standards-based look-up utility is what is more commonly called an eCat. It has the capability to match a year, make and model of a vehicle with a part number of a replacement parts manufacturer.
That catalog is connected to a common shared database populated with the application data of member companies. That application data consists of a typical list of information that companies today share with commercial eCats to enable lookups (Year, Make, Model, Part Description, Per Vehicle Quantity, CID, Blue Price). It is important to note that from a security standpoint; Free-Cat will be completely protected using the most technologically advanced encryption and anti-copying technology available. Details regarding these first two pieces of technology can be found in a subsequent section entitled, “An Operational Overview of the Free-Cat Technology.”
The initial way that Free-Cat will manifest itself to aftermarket businesses will be through the third piece of technology, Free-Cat.com. Free-Cat.com will be a website available to all legitimate aftermarket practitioners who require the most up-to-date information about the auto parts that they sell or install. Installers and parts resellers can register to receive a password that gives them access to the site.
The governance body is a board of directors that screens members for ethical data practices, authorizes developers to use Free-Cat technology on the condition that no transaction fees are added for channel partners who use it to look up parts. Hence, a free eCat for the marketplace.
As stated previously, this model is a replication of how manufacturers used to take the lead in developing catalogs and distributing them. In the traditional model manufacturers assumed responsibility for their catalog data from beginning to end. They researched OEM applications and engineered products and validated them for form, fit & function. They assigned part numbers to the products and then aggregated the data and published it in paper catalogs. Then they distributed those catalogs (through channel partners) to jobbers and installers. The goal of Free-Cat is to electronically replicate that traditional aftermarket distribution model for catalogs.
Free-Cat is an independent, not-for-profit corporation incorporated in the state of Illinois. It is led by a board of directors representing a cross section of leading aftermarket manufacturers. It has no direct employees, relying on volunteers and contract service providers to maintain its operation. This makes Free-Cat very inexpensive to operate and provides maximum flexibility in terms of expanding or shrinking to address needs. Free-Cat is a standards based entity and endorses and supports the technology standards as set forth and approved by the leading aftermarket trade associations.
Just as important as what Free-Cat is, is to be clear about what it is not. Free-Cat is not a commercial eCat. There is no Free-Cat in the sense of a branded service. No one will ever have a Free-Cat logo on their desk top to click on and use to look up and order parts. It is similar to the Saber System in the travel industry—not an application in and of itself, but a powerful look-up engine inside commercial applications.
Countless travelers look up and buy airline seats on their choice of many commercial sites (Travelocity, Expedia, PriceLine, etc.), or on any number of private sites (American, United, Midwest, etc.). Even though they are using a product that is “branded” something else nearly all are using the Saber System utility to make their query. It is in this same way that most people will be exposed to Free-Cat, using some other branded service, sometimes a private service branded the same name as a program group or store chain and other times a service branded by a software developer or a website.
Free-Cat is not an “industry data warehouse.” While it is a common database that is accessed securely by signatory developers and resellers, it will not function as a data export or syndication service. Likewise, Free-Cat is not an exchange or hub for purchase transactions between trading partners. There are many commercial services that enable trading of electronic documents between trading partners and while some of those services may wish to become developers and license the Free-Cat technology, Free-Cat will not be in the data exchange business.
As stated in the introduction, Free-Cat was not created to be a competitive threat to ANY existing commercial eCat company. Free-Cat is not an “application” in and of itself. Free-Cat presents itself to the aftermarket in two ways. First as a web-based lookup utility linked to a database that installers and parts counterpeople can utilize when searching for new parts or when troubleshooting a problem application. The second is the same lookup utility linked to a database that software developers can “wrap-around” and integrate their own unique technology tools with to make finding and ordering the right part faster, more accurate and cheaper for the good of everyone.
Free-Cat.com
According to research recently published by the National Association of Catalog Managers, technicians depend heavily on manufacturers’ websites as an information source. Nearly 80% of countermen and 60% of service managers reported that they use it regularly. Both considered the manufacturers’ websites to be the most reliable resource for new product applications and for the highest accuracy when compared to all other sources. Technicians recognize the limitations of both paper and commercial eCats when it comes to adding new part numbers and tend to look to manufacturer websites for the most current data.
It follows then that a consolidated resource like Free-Cat.com with all application data for all of the leading aftermarket suppliers would stand to become a definitive resource for installers and parts counter people researching new parts, catalog errors and hard to find parts. And that is the intention of Free-Cat.com.
Installers and parts resellers will be required to register at Free-Cat.com to receive a password that gives them access to the site. There will be an authentication process involved to determine that the registering party is a bona fide installer or parts seller. While the specifics are being determined, example of validation will be the confirmation that the applicant is a qualified recipient of an aftermarket trade magazine, or is a member in good standing of a trade association (AWDA, ASA or ASE) or a program group.
Once qualified, the practitioner will receive a password that enables him to log into the definitive, one-stop location for the most recent product application data in the aftermarket. As an added security measure, the amount of activity of an individual member will be tracked for “reasonable activity.” If it is discovered that the same individual member is a suspicious number of look-up a day, they will be assumed to be data pirates who are mining Free-Cat for potentially nefarious means and will be dealt with accordingly.
Once logged in. the member can browse all the information that is available by make model and year for all manufacturer members’ product lines. There will be a variety of information available based on the member company’s ability to populate Free-Cat.com., including the basic make, model, year and vehicle attributes to get to a “good number” to fit the member’s application. Additionally, there will be means for manufacturers with the capability to add images, installation instructions and access to service bulletins, diagrams, etc. There will be no pricing information, no ability to check stock or place an order, but the registered member will be able to find a valid part number for any part in existence available from a member manufacturer.
Once he has a valid part number, the member can utilize any means to order the part, including phone, fax or existing internet-based electronic parts ordering systems.
This will enable the distributors and parts counter people to employ the web-based lookup utility linked to a database as a means of identifying and ordering newly introduced parts that haven’t made their system yet. It will also allow them to make sales on “carry forward” item where a part they already stock fits a new model but the do not have that data in their system yet.
An Overview of the Governance and Oversight Process of Free-Cat
Free-Cat is incorporated as a not-for-profit corporation in the state of Illinois. It is not affiliated with any existing automotive aftermarket trade associations. This has caused some to ask why Free-Cat is independent and not directly affiliated with one of the major trade associations. The issue was considered carefully by the initial volunteers and the board prior to making the decision. The unanimous consensus was that this was the best course of action to avoid conflict of interest issues and to expedite action.
Conflicting philosophical and ethical approaches exist within the memberships of our automotive aftermarket trade associations. Most of their members spend a lot of time and money creating product and application data to support their aftermarket businesses. However, some (mostly “manu-packers”) spend no time or money developing internal data capabilities. Instead, they pirate data or buy it from third party sources that may or may not have rights to it. Obviously this is just plain wrong. Some trade associations also have members who are technology providers that may view Free-Cat as a competitive threat. No reasonable trade association would want to put itself in the position of competing with or having to exclude some of their membership. For that reason, Free-Cat is incorporated as a completely independent entity.
On the need for timely action, experience demonstrates that smaller groups can move much faster than large ones. Given the literally hundreds of members of the established automotive trade associations, it was felt that if a small group of larger manufacturers could get the initiative started, the probability of its success increased. The feeling was that once the initiative was formulated and up and functioning, control could eventually be turned over to an established association once the model is constructed and implemented.
Free-Cat is governed by a board of directors elected from its membership. The board consists of the Chair, Vice Chair, Immediate Past Chair, Secretary-Treasurer, Standing Committee Chairs, and up to four Directors at Large. The standing committees include the Membership Committee, who is responsible for screening and accepting members, the Technology Committee, who retain and oversee contract service providers while maintaining the vibrancy of the technology and the Communication/Marketing Committee who is responsible for education and communications to the various publics of Free-Cat. More detail can be found in the complete by-laws of the organization in the appendix of this document.
Free-Cat is a not-for-profit corporation, so its only financial objective is to generate enough dues income to make it revenue neutral.
Membership in Free-Cat
According to the Free-Cat by-laws (a copy is in the appendix), membership in Free-Cat is available to firms that are bona fide suppliers of authentic motor vehicle parts and accessories with unique identifying numbers, letters or a combination of numbers and letters that are neither copied nor derived from similar parts produced by any other firm without the other firm’s express consent and authorization.
Bona fide suppliers of authentic motor vehicle parts and accessories will generally:
•Utilize both a unique part numbering system and uniform product codes issued to the firm by GS1 (formerly the Uniform Code Council).
•Have one or more formal written agreements to obtain original equipment data from an OEM licensed data supplier.
•Develop and mass produce printed catalogues utilizing either a full time staff of individuals dedicated solely to catalogue development and production or utilizing a signatory data provider service pursuant to the Free-Cat signatory data provider program.
•Create and distribute original product images of the motor vehicle parts and accessories that are supplied by the firm.
•Design and develop original products along with corresponding product application data.
Membership in Free-Cat is available only to firms that demonstrate the general characteristics of a bona fide supplier of authentic motor vehicle parts and accessories. Applications for membership in Free-Cat shall be reviewed by the Board of Directors to ascertain whether the applicant has submitted sufficient verifiable information to establish eligibility for membership. The Board of Directors may, in its discretion, give weighted consideration to one or more of the general characteristics that distinguish a bona fide supplier of authentic motor vehicle parts and accessories.
An Operational Overview of the Free-Cat Technology
In the most basic technical terms, Free-Cat is a database of its members’ parts application data that is accessible by specific set of web service tools. These tools allow authorized users and their customers to utilize Free-Cat data with various, customized user interface (UI) technologies. In this regard, the Free-Cat database is a controlled “open-source” database managed by the Free-Cat organization.
Manufacturers can submit data that they want to make available to channel partners and customers through Free-Cat in any format. While the ACES format is preferred, data may also be submitted in AAIA Legacy, XML, Excel or flat files. Free-Cat’s only requirement is that these files must match Year, Make, Model and Engine (if needed to find the appropriate part) to a particular part description or code. Manufacturers can submit data directly or use a Free-Cat signatory data service provider (described later in this section). Once the data is received it is populated into the Free-Cat format and the manufacturer is allowed to view an “electronic galley” to confirm the data’s accuracy. Once the manufacturer approves the data the Free-Cat database is updated and subscribers querying the database will be able to view the update.
Free-Cat will feature a direct-to-manufacturer feedback system for error reporting or other comments. This will permit the manufacturer to assess the data or issue in question almost immediately. Likewise, it will allow corrections or clarifications to be made within hours instead of months in a membership-based website. Additionally, automated emails will be sent to alert manufacturer catalog departments of possible discrepancies and exceptions will be summarized on the Free-Cat website in a members-only area.
Since many manufacturers often rely on third party data services for their data aggregation and normalization services, Free-Cat will create and maintain a community of signatory data service providers who have signed an agreement obligating them to honor the ethical data practices of Free-Cat, to never knowingly use pirated data and to pledge to be vigilant in protecting the intellectual property of all aftermarket companies.
Data piracy in all its forms is an unethical and in some cases a criminal act that provides an unfair advantage to those who engage in the practice. Free-Cat is committed to respecting the ownership rights of the companies that invest millions to create and share reliable, standardized data to facilitate the sale of their products. Free-Cat will resist providing its valuable services to anyone who is found to be using the data property of another without their express permission. This includes, but is not limited to trade names, part numbers, application data, images, descriptions and instructions., etc.
Free-Cat Member Interface through Free-cat.com - In general, Free-Cat.com acts as a central repository and data processing site that allows authorized users (members) to submit, process, publish, download and review data in test and real-time modes as per the following illustration: I
In addition to these “member services,” Free-Cat.com also facilitates:
•Web Services that allow “signatory developers” (see next section for definition) to access the Free-Cat database for use in their respective technology offerings
•Access by registered installers and countermen use of the Free-Cat database for the purpose of finding part numbers for specific vehicle applications, accessing manufacturer corrections and updates and researching or troubleshooting problem applications, especially new vehicle applications.
Free-Cat and Software Developers
In the aftermarket technology environment today, if a software developer desires to create any application that incorporates a parts look-up, he must be licensed by one of the existing commercial eCats. That typically means a substantial upfront fee and a per transaction fee paid to the owner of the eCat that must be added on to the fees charged by the developer. That adds substantial costs to the process of eCommerce, sometimes a prohibitive cost. There has been no alternative look-up utility with a well populated data base available…until now
Any software developer that wishes to utilize the Free-Cat catalog may do so by signing a developer's agreement and paying an annual fee. The developer’s agreement stipulates that the developer will use only data provided by Free-Cat and will never add data from another source (this to keep pirated data from being introduced into the Free-Cat environment). The agreement further stipulates that the developer will never charge transaction fees and will make all brands in the Free-Cat data base visible to its users. Finally, developers agree to share any and all enhancements made to the look-up utility with other developers and users. Keeping with the overall spirit of Free-Cat the fee for developers will be kept at an extremely reasonable level.
Finally, if a developer is given license to enhance any Free-Cat technology the enhancements become the sole property of Free-Cat, but can be used in perpetuity by the developer who provided the enhancements.
In general, Free-Cat encourages software developers to help improve Free-Cat technology in a cooperative and “open source” methodology similar to Linux, mySQL and other commonly-known cooperative environments.
The Anticipated Benefits of Free-Cat
Free-Cat exists as a service to the aftermarket to help improve the availability of data, particularly at the service dealer level and to encourage wider use of electronic ordering technology. The creators of Free-Cat believe that there are many ways that the initiative will benefit the greater aftermarket, including:
•Expedite the introduction of new numbers and carry-forward coverage to the marketplace, virtually eliminating the 60 to 150 day “exclusive” time period that OE dealerships can enjoy today.
•Facilitate correction of errors in data distributed through existing commercial EPC on a compressed timeframe helping to reduce the returns that result from those errors.
•Reduce over time the number of file formats a manufacturer will need to maintain and export.
•Reduce returns related to application errors.
•Provide manufacturers with better protection of intellectual property
•Establish a means for faster and more efficient distribution of product and technical information directly to the product users (installers).
•Provide the opportunity to lower costs for everyone in the supply chain.
•Provide a “one-stop” web-based research resource for the most up to the minute product and application data for distributors, retailers, countermen and installers.
Free-Cat is a low cost, high value resource that will help to address some of the aftermarket’s more compelling problems. Most notably, getting aftermarket manufacturers’ data to the market substantially faster than today. Likewise if data errors are corrected more quickly, we will reduce returns and stranded part numbers. The result will create revenue, keep loyal customers away from OE dealers, reduce expenses and improve quality of customer services across the channel.
Becoming Affiliated with Free-Cat
Manufacturers
All automotive aftermarket suppliers of parts and accessories are welcome to apply for membership in Free-Cat. Applicants will be screened by the Membership Committee and approved by the Board of Directors. Acceptance into Free-Cat will be based solely on the criteria as published in the Free-Cat bylaws. Please reference Article II of the attached bylaws for specific membership requirements. Official membership applications are available by emailing join@Free-Cat.com.
Developers
To become a licensed developer with Free-Cat, the software company must first sign a developer's agreement. The developer’s agreement stipulates that the developer will use only data provided by Free-Cat and will never add data from another source (this to keep pirated data from being introduced into the Free-Cat environment). The agreement further stipulates that the developer will never charge transaction fees and will make all brands in Free-Cat data base visible to its users. Also, if a developer enhances Free-Cat technology the enhancements become the sole property of Free-Cat, but can be used in perpetuity by the developer who provided the enhancements.
A copy of that agreement can be obtained by emailing join@Free-Cat.com and requesting a developer’s form.
Data Providers
To become a data provider to Free-Cat, a data services provider must sign a provider's agreement. This obligates them to honor the ethical data practices of Free-Cat, never knowingly or willingly use pirated data and to be vigilant in protecting the intellectual property of all aftermarket companies. A copy of that agreement can be obtained by emailing join@Free-Cat.com and requesting a data provider’s form.
User Members
User memberships are available to all legitimate aftermarket practitioners including parts resellers (wholesalers and retailers that buy from bona fide manufacturers and resell to service providers or DIYers) or installers who buy from bona fide manufacturers and/or resellers of auto parts. Installers and parts resellers can log on to www.free-cat.com where they can click on the registration link to receive a password that gives them access to the site.
Appendices
Appendix A – Bylaws
BYLAWS
Of
FREE-CAT, INC.
ARTICLE I
Title and Purpose
SECTION 1.Title. The name of this not for profit corporation is Free-Cat, Inc. (“Free-Cat”).
SECTION 2.Location. The location of the principal office of the corporation shall be determined from time to time by the Board of Directors.
SECTION 3.Purpose. The purpose of Free-Cat is to promote the development, establishment or expansion of electronic cataloging in the motor vehicle industry.
ARTICLE II
Membership
SECTION 1.Criteria. Membership in Free-Cat is available to firms that are bona fide suppliers of authentic motor vehicle parts and accessories with unique identifying numbers, letters or a combination of numbers and letters that are neither copied nor derived from similar parts produced by any other firm without the other firm’s express consent and authorization.
Bona fide suppliers of authentic motor vehicle parts and accessories will generally:
•Utilize both a unique part numbering system and uniform product codes issued to the firm by GS1 (formerly the Uniform Code Council).
•Have one or more formal written agreements to obtain original equipment data from an OEM licensed data supplier.
•Develop and mass produce printed catalogues utilizing either a full time staff of individuals dedicated solely to catalogue development and production or utilizing a signatory data provider service pursuant to the Free-Cat signatory data provider program.
•Create and distribute original product images of the motor vehicle parts and accessories that are supplied by the firm.
•Design and develop original products along with corresponding product application data.
Membership in Free-Cat is available only to firms that demonstrate the general characteristics of a bona fide supplier of authentic motor vehicle parts and accessories. Applications for membership in Free-Cat shall be reviewed by the Board of Directors to ascertain whether the applicant has submitted sufficient verifiable information to establish eligibility for membership. The Board of Directors may, in its discretion, give weighted consideration to one or more of the general characteristics that distinguish a bona fide supplier of authentic motor vehicle parts and accessories.
SECTION 2.Applications. Prospective members shall be referred to the Membership Committee Chair who will contact the prospective member to ascertain if eligibility requirements can be met. If appropriate, a written application will be sent to the prospective member and an investigation will be conducted to verify any information submitted.
SECTION 3.Expulsion. The Board of Directors may, in its discretion, expel any member upon receipt of verifiable information that the member does not demonstrate the general characteristics of a bona fide supplier of authentic motor vehicle parts and accessories.
SECTION 4.Financial Contributions. The Board of Directors shall determine appropriate financial contributions to be required from each member as a condition of membership. Such contributions shall be assessed upon application for membership in Free-Cat and thereafter to meet the ongoing financial needs of Free-Cat as determined by the Board of Directors. Failure to make required financial contributions shall be grounds for denial of membership in or expulsion from Free-Cat.
ARTICLE III
Board of Directors
SECTION 1.Management. The property, funds and affairs of Free-Cat shall be managed and controlled by the Board of Directors.
SECTION 2.Board of Directors. The Board of Directors shall consist of the Chair, Vice Chair, Immediate Past Chair, Secretary-Treasurer, Standing Committee Chairs, and at least one but no more than four Directors at Large. The initial Board of Directors shall be the individuals designated by the directors named in the articles of incorporation. Each director must be currently employed during the director’s entire term of office by a member of Free-Cat.
SECTION 3.Term of Office. The Chair and Vice Chair shall serve for a one-year period and the Vice Chair shall automatically become the Chair upon expiration of the one-year term. The Secretary-Treasurer shall automatically become the new Vice Chair and the Board of Directors shall elect by majority vote a new Secretary-Treasurer to that vacant position.
Directors at large shall be elected by majority vote of the Board of Directors and shall serve for one year.
SECTION 4.Resignation and Removal. Any director may resign at any time upon written notice to the remaining directors. Any director of Free-Cat shall be deemed to have resigned if the director’s employer ceases to be a member. A director may be removed only by a resolution adopted by the Board of Directors at a meeting; provided that such director receives a full statement of the reasons for such removal at least thirty days prior to the meeting, and is given an opportunity to be heard by the Board of Directors at the meeting.
SECTION 5.Voting. All directors shall have one vote on any matter that requires a vote except that the Chair shall only cast a vote to break a tie. A quorum shall consist of a majority of the Board of Directors.
ARTICLE IV
Meetings of Board of Directors
SECTION 1.Meetings. Meetings of the Board of Directors may be called either by or at the request of the Chair or three or more of the directors. The person or persons authorized to call meetings may fix any place as the place for holding such special meeting. Meetings of the Board of Directors may be held by means of communication equipment or other electronic equipment provided that all persons participating in such meeting can hear or otherwise communicate with each other. Participation in the meeting by such means shall constitute attendance and presence in person of such persons for quorum and voting purposes. At least one annual meeting shall be held on or before the anniversary of the first meeting of directors.
SECTION 2.Notice. Notice of any meeting of the Board of Directors shall be given at least five days previously thereto by notice delivered personally or sent to each Director at their address as shown by Free-Cat’s records. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specific in the notice or waiver of notice of such meeting, unless specifically required by law or these bylaws.
SECTION 3.Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
SECTION 4.Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by these bylaws.
ARTICLE V
Duties of the Board of Directors
SECTION 1.Chair. It will be the duty of the Chair to preside at all meetings of the Board of Directors. The Chair shall appoint all Standing Committee Chairs, shall appoint special committees as the need arises, shall approve all expenditures and shall perform any other duties as may come under the direction of the Chair.
SECTION2.Vice Chair. In the absence of the Chair, the Vice Chair has all the powers and the prerogatives of the Chair.
SECTION 3.Secretary-Treasurer. It will be the duty of the Secretary-Treasurer to receive all funds and to furnish a detailed report of receipts and expenditures at the request of the Board of Directors. The Secretary-Treasurer will monitor all meetings to insure they are conducted in conformity with the Bylaws. The Secretary-Treasurer will keep records of Board of Directors Meetings whenever held.
ARTICLE VI
Committees
SECTION 1.There shall be the following Standing Committees:
Membership Committee
Technology Committee
Communication/Marketing Committee
The Chair of the Board of Directors will appoint the Chair of each Standing Committee, who will in turn select his or her respective Committee members. It will be the prerogative of the
Chair of the Board of Directors to appoint Special Committees as shall be deemed necessary.
ARTICLE VII
Contracts, Checks, Deposits, and Funds
SECTION 1.Contracts. The Board of Directors may authorize any officer, or officers, agent or agents of Free-Cat to enter into any contract or execute and deliver any instrument in the name of and on behalf of Free-Cat, and such authority may be general or confined to specific instances.
SECTION 2.Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Free-Cat, shall be signed by such officer or officers, agent or agents of Free-Cat and in such manner as shall from time to time be determined by the Board of Directors.
SECTION 3.Deposits. The funds of Free-Cat shall be deposited to the credit of Free-Cat in such banks, trust companies or other depositaries as the Board of Directors may select.
SECTION 4.Gifts and Contributions. The Board of Directors may solicit and accept on behalf of Free-Cat any contribution, gift, bequest or device for the general purposes or for any special purpose of Free-Cat.
ARTICLE VIII
Books and Records
Free-Cat shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of Free-Cat may be inspected by any member, or their agent or attorney, for any proper purpose at any reasonable time.
ARTICLE IX
Fiscal Year
The fiscal year of the corporation shall be established by the Board of Directors.
ARTICLE X
Waiver of Notice
Whenever any notice is required to be given under the provisions of law, or under the provisions of the Articles of Incorporation or bylaws of Free-Cat, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
Informal Action
Any action required or permitted to be taken at a meeting of the Board of Directors or committees may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to such action.
ARTICLE XII
Electronic Documents
Any document, book or file required to be kept or filed by the Corporation may be kept electronically, to the extent allowed by applicable law. Any required notice may be given by electronic mail (“e-mail”). Any document that is kept electronically need not be kept in hard copy, unless required by applicable law.
ARTICLE XIII
Dissolution and Liquidation
Upon the dissolution of Free-Cat, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of Free-Cat in accordance with the provisions of the Illinois General Not for Profit Corporation Act, dispose of all the assets of Free-Cat exclusively for the purposes of Free-Cat in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) or Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal or registered office of Free-Cat is then located, exclusively such purposes to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIV
Amendment of Bylaws
The bylaws of Free-Cat may be repealed, modified, altered or amended at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of at least two-thirds of the directors then in office.
Appendix B – Application Form
Supplier/Vendor Membership Application Form
Applicant Information
Company:
Address:
Street Address
Suite #
City
State
ZIP Code
Contact 1:
___________________________________________________________
Phone: (____)_________________
Name/Title
Contact 2:
___________________________________________________________
Phone: (____)_________________
Name/Title
Contact 3:
___________________________________________________________
Phone: (____)_________________
Name/Title
Brands:
________________________________________________________________________________
Product Category(s): Number of Product Lines:
Information
This information is required to ascertain whether the applicant is eligible for membership in Free-Cat. Dissemination of this information will be restricted to Free-Cat’s membership committee, its Board of Directors, legal counsel and Executive Director pursuant to Free-Cat’s policy that the information shall be treated as confidential information and that the information shall not be utilized for any purpose other than ascertaining the applicant’s eligibility for membership. Free-Cat reserves the right to request additional information to supplement the information provided by way of this application.
1) Are you primarily a manufacturer or primarily a packager of auto parts and/or accessories?
Manufacturer
Packager
What % total units sold by the applicant are manufactured vs. sourced?
_____ % manufactured + _____ % sourced) = 100%
2 ) Does your part numbering system for your product line(s) have unique identifying numbers, letters or a combination of numbers and letters that are neither copied nor derived from similar parts produced by any other firm?
YesNo
If no, explain:
3) Does your product line(s) utilize uniform product codes issued specifically to you by GS1?
YesNo
If no, explain:
4) Do you have one or more formal written agreements to obtain original equipment data from an OEM licensed data supplier?
YesNo
If yes, who:
5) Does your company develop and mass produce printed catalogues?
Yes,No
If yes, specify quantity of catalogs printed annually:
6) Do you maintain a full time staff of individuals dedicated solely to catalogue development and production?
YesNo
If yes, specify number of individuals on catalog staff:
7) Do you utilize an outside data provider service to generate your catalog data?
YesNo
If yes, indicate which provider:
8) Do you create and distribute original product images of the motor vehicle parts and accessories that you sell?
YesNo
9) Does your company design and develop original products and the corresponding product and application data for them?
YesNo
If no, explain:
Attest
The undersigned certifies that the information provided in this application is true and correct according to the undersigned’s knowledge and belief. Submission of false or misleading information shall be grounds for denial or forfeiture of membership in Free-Cat.
Signed: Date:
Print Name: Title:
This application will be reviewed by the membership committee of Free-Cat, Inc. for compliance with the association’s membership requirements. A $7500 non-refundable application fee must be submitted with this form. All memberships approved by the membership committee are subject to the review and approval of the board of directors of Free-Cat, Inc.