Common use of Food Vendors Clause in Contracts

Food Vendors. The following amendments to the above terms and conditions shall apply to any food products purchased from Vendor by Buyer (any other Merchandise purchased from Vendor by Buyer shall be governed by the foregoing, without amendment): (i) Paragraph 4 - delete "or repair it at Vendor's expense" in line 3 and delete "and a handling, storage and inspection charge of 71/2% of the returned Merchandise invoice price' starting in line 3 (ii) Paragraph 10 - delete 31 the remainder of (d) starting with ", shall make ONE COMPLETE..." starting in line 6; and (iii) Paragraph 12 - delete in its entirety. 32 KMART CORPORATION International Headquarters 3100 Xxxx Xxx Xxxxxx Xxxx Xxxx, XX 00000-0000 _________________ 19____ Dear Sir/Madam: This letter will confirm that the Purchase Order Terms and Conditions on the reverse side hereof (the "Terms") shall apply to all purchase orders issued to Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise. Please note that the instructions in item 11 of the Terms are applicable to Distribution Center. Receipt of this confirmation is REQUIRED before Vendor will be authorized to receive purchase orders from Kmart Corporation. Please have the chairman, president or a vice president of Vendor confirm that the Terms will apply to all Kmart orders issued to Vendor by signing and returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the address below no later than 7 business days from the above date. Retain the other original or a copy for your files. This letter must be signed by the Company which is paid by Kmart. Very truly yours, Kmart Corporation ------------------------------------ ---------------------------------------- Signature Registered Legal Name of Vendor ------------------------------------ ---------------------------------------- Title Address ---------------------------------------- City State Zip ---------------------------------------- Vendor Officer Signature (Chairman, President or Vice President only) ---------------------------------------- Print Name RETURN TO: ---------------------------------------- ATTN Title -------------------------------- KMART CORPORATION 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000-0000 33 EXHIBIT D THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS: 1. Seller's commencement of or promise of shipment of the Merchandise shall constitute Seller's agreement that it will deliver the Merchandise in accordance with the terms and conditions contained or incorporated herein, all of which are a part of the Order Contract and should be carefully read. Any provisions in Seller's invoices, billing statements, acknowledgment forms or other documents which are inconsistent with the provisions of this Order Contract shall be of no force or effect. 2. Seller represents and warrants to Kmart Corporation ("Buyer"), in addition to all warranties implied by law, that each item of Merchandise described on the face hereof, together with all retail packaging, labeling and other material furnished by Seller ("Merchandise"), shall (a) be free from defects in design, workmanship or materials, including, without limitation, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitation, those concerning the marking of the country of origin, fiber content, care labeling and shrinkage, as Merchandise not in compliance and not properly marked is subject to heavy penalty; (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or propriety rights, including, without limitation, patents, trademarks, trade names, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to Buyer as Merchandise samples. Seller further represents and warrants that it has ascertained that no child, forced or prison labor is utilized in the manufacture of Merchandise. 3. Seller agrees to reimburse, indemnify, hold harmless and defend at Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer and its subsidiary and affiliate companies against all damage, loss, expense, claim, liability, fine, settlement or penalty, including, without limitation, claims of infringement of patents, copyrights and trademarks, unfair competition, bodily injury, or property or other damage arising out of any use, possession, consumption or sale of the Merchandise or failure to provide complete, accurate and acceptable (to U.S. Customs) information and documentation relating to, without limitation, the country of origin, or failure of Seller to perform promptly this Order Contract. Seller shall obtain adequate insurance to cover its liability under this Order Contract and shall provide copies of the applicable certificate(s) of insurance to Buyer.

Food Vendors. The following amendments to the above terms and conditions shall apply to any food products purchased from Vendor by Buyer (any other Merchandise purchased from Vendor by Buyer shall be governed by the foregoing, without amendment): (i) Paragraph 4 - delete "or repair it at Vendor's expense" in line 3 and delete "and a handling, storage and inspection charge of 71/27 1/2% of the returned Merchandise invoice price' starting in line 3 (ii) Paragraph 10 - delete 31 the remainder of (d) starting with ", shall make ONE COMPLETE..." starting in line 6; and (iii) Paragraph 12 - delete in its entirety. 32 KMART CORPORATION International Headquarters 3100 Xxxx Xxx Xxxxxx Xxxx Xxxx, XX 00000-0000 _________________ 19____ Dear Sir/Madam: This letter will confirm that the Purchase Order Terms and Conditions on the reverse side hereof (the "Terms") shall apply to all purchase orders issued to Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise. Please note that the instructions in item 11 of the Terms are applicable to Distribution Center. Receipt of this confirmation is REQUIRED before Vendor will be authorized to receive purchase orders from Kmart Corporation. Please have the chairman, president or a vice president of Vendor confirm that the Terms will apply to all Kmart orders issued to Vendor by signing and returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the address below no later than 7 business days from the above date. Retain the other original or a copy for your files. This letter must be signed by the Company which is paid by Kmart. Very truly yours, Kmart Corporation ------------------------------------ ---------------------------------------- ---------------------------------- ------------------------------------------- Signature Registered Legal Name of Vendor ------------------------------------ ---------------------------------------- ---------------------------------- ------------------------------------------- Title Address ---------------------------------------- ------------------------------------------- City State Zip ---------------------------------------- ------------------------------------------- Vendor Officer Signature (Chairman, President or Vice President only) ---------------------------------------- ------------------------------------------- Print Name ------------------------------------------- Title RETURN TO: ---------------------------------------- ATTN Title -------------------------------- ----------------------------- KMART CORPORATION 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000-0000 33 EXHIBIT D THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS: 1. Seller's commencement of or promise of shipment of the Merchandise shall constitute Seller's agreement that it will deliver the Merchandise in accordance with the terms and conditions contained or incorporated herein, all of which are a part of the Order Contract and should be carefully read. Any provisions in Seller's invoices, billing statements, acknowledgment forms or other documents which are inconsistent with the provisions of this Order Contract shall be of no force or effect. 2. Seller represents and warrants to Kmart Corporation ("Buyer"), in addition to all warranties implied by law, that each item of Merchandise described on the face hereof, together with all retail packaging, labeling and other material furnished by Seller ("Merchandise"), shall (a) be free from defects in design, workmanship or materials, including, without limitation, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitation, those concerning the marking of the country of origin, fiber content, care labeling and shrinkage, as Merchandise not in compliance and not properly marked is subject to heavy penalty; (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or propriety rights, including, without limitation, patents, trademarks, trade names, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to Buyer as Merchandise samples. Seller further represents and warrants that it has ascertained that no child, forced or prison labor is utilized in the manufacture of Merchandise. 3. Seller agrees to reimburse, indemnify, hold harmless and defend at Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer and its subsidiary and affiliate companies against all damage, loss, expense, claim, liability, fine, settlement or penalty, including, without limitation, claims of infringement of patents, copyrights and trademarks, unfair competition, bodily injury, or property or other damage arising out of any use, possession, consumption or sale of the Merchandise or failure to provide complete, accurate and acceptable (to U.S. Customs) information and documentation relating to, without limitation, the country of origin, or failure of Seller to perform promptly this Order Contract. Seller shall obtain adequate insurance to cover its liability under this Order Contract and shall provide copies of the applicable certificate(s) of insurance to Buyer.

Food Vendors. The following amendments to the above terms and conditions shall apply to any food products purchased from Vendor by Buyer (any other Merchandise purchased from Vendor by Buyer shall be governed by the foregoing, without amendment): (i) Paragraph 4 - delete "or repair it at Vendor's expense" in line 3 and delete "and a handling, storage and inspection charge of 71/27 1/2% of the returned Merchandise invoice price' starting in line 3 (ii) Paragraph 10 - delete 31 the remainder of (d) starting with ", shall make ONE COMPLETE..." starting in line 6; and (iii) Paragraph 12 - delete in its entirety. 32 29 KMART CORPORATION International Headquarters 3100 Xxxx Xxx Xxxxxx Xxxx Xxxx, XX 00000-0000 _________________ 19____ 19 ---------------- ----- Dear Sir/Madam: This letter will confirm that the Purchase Order Terms and Conditions on the reverse side hereof (the "Terms") shall apply to all purchase orders issued to Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise. Please note that the instructions in item 11 of the Terms are applicable to Distribution Center. Receipt of this confirmation is REQUIRED before Vendor will be authorized to receive purchase orders from Kmart Corporation. Please have the chairman, president or a vice president of Vendor confirm that the Terms will apply to all Kmart orders issued to Vendor by signing and returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the address below no later than 7 business days from the above date. Retain the other original or a copy for your files. This letter must be signed by the Company which is paid by Kmart. Very truly yours, Kmart Corporation ------------------------------------ ---------------------------------------- ------------------------------ ------------------------------------------- Signature Registered Legal Name of Vendor ------------------------------------ ---------------------------------------- ------------------------------ -------------------------------------------- Title Address ---------------------------------------- RETURN TO: ATTN -------------------------- -------------------------------------------- KMART CORPORATION City State Zip ---------------------------------------- 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000-0000 Vendor Officer Signature (Chairman, President or Vice President only) ---------------------------------------- ------------------------------------------ Print Name RETURN TO: ---------------------------------------- ATTN ------------------------------------------ Title -------------------------------- KMART CORPORATION 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000-0000 33 EXHIBIT D THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS: 1. Seller's commencement of or promise of shipment of the Merchandise shall constitute Seller's agreement that it will deliver the Merchandise in accordance with the terms and conditions contained or incorporated herein, all of which are a part of the Order Contract and should be carefully read. Any provisions in Seller's invoices, billing statements, acknowledgment forms or other documents which are inconsistent with the provisions of this Order Contract shall be of no force or effect. 2. Seller represents and warrants to Kmart Corporation ("Buyer"), in addition to all warranties implied by law, that each item of Merchandise described on the face hereof, together with all retail packaging, labeling and other material furnished by Seller ("Merchandise"), shall (a) be free from defects in design, workmanship or materials, including, without limitation, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitation, those concerning the marking of the country of origin, fiber content, care labeling and shrinkage, as Merchandise not in compliance and not properly marked is subject to heavy penalty; (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or propriety rights, including, without limitation, patents, trademarks, trade names, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to Buyer as Merchandise samples. Seller further represents and warrants that it has ascertained that no child, forced or prison labor is utilized in the manufacture of Merchandise. 3. Seller agrees to reimburse, indemnify, hold harmless and defend at Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer and its subsidiary and affiliate companies against all damage, loss, expense, claim, liability, fine, settlement or penalty, including, without limitation, claims of infringement of patents, copyrights and trademarks, unfair competition, bodily injury, or property or other damage arising out of any use, possession, consumption or sale of the Merchandise or failure to provide complete, accurate and acceptable (to U.S. Customs) information and documentation relating to, without limitation, the country of origin, or failure of Seller to perform promptly this Order Contract. Seller shall obtain adequate insurance to cover its liability under this Order Contract and shall provide copies of the applicable certificate(s) of insurance to Buyer.

Food Vendors. The following amendments to the above terms and conditions shall hall apply to any food products purchased from Vendor by Buyer (any other Merchandise purchased from Vendor by Buyer shall be governed by the foregoing, without amendment): (iI) Paragraph 4 - delete "or repair it at Vendor's expense" in line 3 and delete "and a handling, storage and inspection charge of 71/27 1/2% of the returned Merchandise invoice price' " starting in line 3 Line 4; (ii) Paragraph 10 - delete 31 the remainder of (d) starting with ", shall make ONE COMPLETECOMPLETE ..." starting in line 6; and (iii) Paragraph 12 - delete in its entirety. 32 [KMART CORPORATION International Headquarters 3100 Xxxx Xxx Xxxxxx Xxxx Xxxx, XX 00000-0000 ______LETTERHEAD] ___________ 19___________ Dear Sir/Madam: This letter will confirm that the Purchase Order Terms and Conditions on the reverse side hereof (the "Terms") shall apply to all purchase orders issued to Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise. Please note that the instructions in item 11 of the Terms are applicable to Distribution CenterCenter purchase orders only. Receipt of this confirmation is REQUIRED before Vendor will be authorized to receive purchase orders from Kmart Corporation. Please have the chairman, president or a vice president of Vendor confirm that the Terms will apply to all Kmart orders issued to Vendor by signing and returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the address below no later than 7 business days from the above date. Retain the other original or a copy for your files. This letter must be signed by the Company company which is paid by Kmart. Very truly yours, Kmart Corporation ------------------------------------ ---------------------------------------- --------------------------------- -------------------------------------------- Signature Registered Legal Name of Vendor ------------------------------------ ---------------------------------------- --------------------------------- -------------------------------------------- Title Address ---------------------------------------- -------------------------------------------- City State Zip ---------------------------------------- ------------------------------------------- Vendor Officer Signature (Chairman, President or Vice President only) ---------------------------------------- -------------------------------------------- Print Name RETURN TO: ---------------------------------------- ATTN Title -------------------------------- ----------------------------- -------------------------------------------- KMART CORPORATION Title 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000-0000 33 37 TERMS AND CONDITIONS EXHIBIT D THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS: 1. Seller's commencement of or promise of shipment of the Merchandise shall constitute Seller's agreement that it will deliver the Merchandise in accordance with the terms and conditions contained or incorporated herein, all of which are a part of the Order Contract and should be carefully read. Any provisions provision in Seller's invoices, billing statements, acknowledgment acknowledgments forms or other documents which are inconsistent with the provisions of this Order Contract shall be of no force or effect. 2. Seller represents and warrants to Kmart Corporation ("Buyer"), in addition to all warranties implied by law, that each item of Merchandise described on the face hereof, together with all retail packaging, labeling labeling, and other material furnished by Seller seller ("Merchandise"), ) shall (a) be free from defects in design, workmanship or materials, including, including without limitation, limitation such defects as could create a hazard to life or property; , (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitationimitation, those concerning the marking of the country of origin, fiber content, care labeling and shrinkage, as Merchandise not in compliance and not properly marked is subject to heavy penalty; penalty (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or propriety proprietary rights, including, without limitation, patents, trademarks, trade names, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to Buyer as Merchandise samples. Seller further represents and warrants that it has ascertained that no child, forced or prison labor is utilized in the manufacture of Merchandise. 3. Seller agrees to reimburse, indemnify, hold harmless and defend at Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer and its subsidiary and affiliate companies against all damage, loss, expense, claim, liability, fine, settlement or penalty, including, without limitation, claims of infringement of patents, copyrights and trademarks, unfair competition, bodily injury, or property or other damage arising out of any use, possession, consumption or sale of the Merchandise or failure to provide complete, accurate and acceptable (to U.S. Customs) information and documentation relating to, without limitation, the country of origin, origin or failure of Seller to perform promptly this Order Contract. Seller shall obtain adequate insurance to cover its liability under this Order Contract and shall provide copies of the applicable certificate(scertificates(s) of insurance to Buyer.

Food Vendors. The following amendments to the above terms and conditions shall hall apply to any food products purchased from Vendor by Buyer (any other Merchandise purchased from Vendor by Buyer shall be governed by the foregoing, without amendment): (iI) Paragraph 4 - delete "or repair it at Vendor's expense" in line 3 and delete "and a handling, storage and inspection charge of 71/27 1/2% of the returned Merchandise invoice price' " starting in line 3 Line 4; (ii) Paragraph 10 - delete 31 the remainder of (d) starting with ", shall make ONE COMPLETECOMPLETE ..." starting in line 6; and (iii) Paragraph 12 - delete in its entirety. 32 [KMART CORPORATION International Headquarters 3100 Xxxx Xxx Xxxxxx Xxxx Xxxx, XX 00000-0000 ______LETTERHEAD] ___________ 19___________ Dear Sir/Madam: This letter will confirm that the Purchase Order Terms and Conditions on the reverse side hereof (the "Terms") shall apply to all purchase orders issued to Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise. Please note that the instructions in item 11 of the Terms are applicable to Distribution CenterCenter purchase orders only. Receipt of this confirmation is REQUIRED before Vendor will be authorized to receive purchase orders from Kmart Corporation. Please have the chairman, president or a vice president of Vendor confirm that the Terms will apply to all Kmart orders issued to Vendor by signing and returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the address below no later than 7 business days from the above date. Retain the other original or a copy for your files. This letter must be signed by the Company company which is paid by Kmart. Very truly yours, Kmart Corporation ------------------------------------ ---------------------------------------- --------------------------------- -------------------------------------------- Signature Registered Legal Name of Vendor ------------------------------------ ---------------------------------------- --------------------------------- -------------------------------------------- Title Address ---------------------------------------- -------------------------------------------- City State Zip ---------------------------------------- ------------------------------------------- Vendor Officer Signature (Chairman, President or Vice President only) ---------------------------------------- -------------------------------------------- Print Name RETURN TO: ---------------------------------------- ATTN Title -------------------------------- ----------------------------- -------------------------------------------- KMART CORPORATION Title 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000-0000 33 EXHIBIT D THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS: 1. Seller's commencement of or promise of shipment of Vendor and Kmart Corporation, 3100 Xxxx Xxx Xxxxxx Xxxx, Xxxx Xxxxxxxx 00000-0000, ("Buyer") agree, to the Merchandise shall constitute Seller's agreement that it will deliver the Merchandise in accordance with the fullest extent permitted by law, to be bound by all terms and conditions contained or incorporated herein, all of which are a part of the each Purchase Order Contract issued to Vendor by Buyer ("Order") and should be carefully read. Any provisions in SellerVendor's invoices, billing statements, acknowledgment forms or other similar documents which are inconsistent with the provisions of this an Order Contract shall be of no force or effect. 2. Seller represents and warrants to Kmart Corporation ("Buyer"), The cost price set forth in addition to all warranties implied by law, that each item Order includes the cost of Merchandise described on the face hereof, together with all retail manufacturing packaging, labeling and other material furnished by Seller ("Merchandise"), shall (a) be free from defects in design, workmanship or materials, including, without limitation, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitation, those concerning the marking of the country of origin, fiber content, care labeling and shrinkage, as Merchandise not in compliance and not properly marked is subject to heavy penalty; (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or propriety rights, including, without limitation, patents, trademarks, trade names, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to Buyer as Merchandise samples. Seller further represents and warrants that it has ascertained that no child, forced or prison labor is utilized shipping unless otherwise specified in the manufacture of MerchandiseOrder. 3. Seller agrees to reimburse, indemnify, hold harmless and defend at Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer and its subsidiary and affiliate companies against all damage, loss, expense, claim, liability, fine, settlement or penalty, including, without limitation, claims of infringement of patents, copyrights and trademarks, unfair competition, bodily injury, or property or other damage arising out of any use, possession, consumption or sale of the Merchandise or failure to provide complete, accurate and acceptable (to U.S. Customs) information and documentation relating to, without limitation, the country of origin, or failure of Seller to perform promptly this Order Contract. Seller shall obtain adequate insurance to cover its liability under this Order Contract and shall provide copies of the applicable certificate(s) of insurance to Buyer.

Food Vendors. The following amendments to the above terms and conditions shall apply to any food products purchased from Vendor vendor by Buyer (any other Merchandise purchased from Vendor by Buyer shall be governed by the foregoing, without amendment): (i) Paragraph 4 - -- delete "or repair it at Vendor's expense" in line 3 and delete "and a handling, storage and inspection charge of 71/27-1/2% of the returned Merchandise invoice price' " starting in line 3 4; (ii) Paragraph 10 - -- delete 31 the remainder of (d) starting with ", shall make ONE COMPLETE...COMPLETE . . ." starting staring in line 6; and (iii) Paragraph 12 - -- delete in its entirety. 32 KMART CORPORATION International Headquarters 3100 Xxxx Xxx Xxxxxx Xxxx West Big Beaver Road Xxxx, XX 00000-0000 _________________ 19____ Dear Sir00___ Xxxx Xxx/MadamXxxxx: This letter will confirm Xxxx xxxxxx xxxx xxxxirm that the Purchase Order Terms and Conditions on the reverse side hereof (the "Terms") shall apply to all purchase orders issued to Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise. Please note that the instructions in item 11 of the Terms are applicable to Distribution Center. Receipt of this confirmation is REQUIRED before Vendor will be authorized to receive purchase orders from Kmart Corporation. Please have the chairman, president or a vice president of Vendor confirm that the Terms will apply to all Kmart orders issued to Vendor by signing and returning returing one original of this letter (WITH NO CHANGES OF ANY KIND) to the address adress below no later than 7 business days from the above date. Retain the other original or a copy for your files. This letter must be signed by the Company which is paid by Kmart. Very truly yours, Kmart Corporation ------------------------------------ --------------------------------- ---------------------------------------- Signature Registered Legal Name of Vendor ------------------------------------ --------------------------------- ---------------------------------------- Title Address ---------------------------------------- City State Zip ---------------------------------------- Vendor Officer Signature (Chairman, President or Vice President only) ---------------------------------------- Print Name ---------------------------------------- Title RETURN TO: ---------------------------------------- ATTN Title -------------------------------- ------------------------------ KMART CORPORATION 3100 XXXX XXX XXXXXX XXXX XXXX XX 00000WEST BIG BEAVER ROAD TROY MI 48084-0000 33 3163 EXHIBIT D THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS: 1. Seller's commencement of or promise of shipment of the Merchandise shall constitute Seller's agreement that it will deliver the Merchandise in accordance with the terms and conditions contained or incorporated herein, all of which are a part of the Order Contract and should be carefully read. Any provisions in Seller's invoices, billing statements, acknowledgment acknowledgement forms or other documents which are inconsistent with the provisions of this Order Contract shall be of no force or effect. 2. Seller represents and warrants to Kmart Corporation ("Buyer"), in addition to all warranties implied by law, that each item of Merchandise described on the face hereof, together with all retail packaging, labeling and other material furnished by Seller ("Merchandise"), shall (a) be free from defects in design, workmanship or materials, including, without limitation, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitation, those concerning the marking of the country of origin, fiber content, care labeling and shrinkage, as Merchandise not in compliance and not properly marked is subject to heavy penalty; (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or propriety proprietary rights, including, without limitation, patents, trademarks, trade names, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to Buyer as Merchandise samples. Seller further represents and warrants that it has ascertained that no child, forced or prison labor is utilized in the manufacture of Merchandise. 3. Seller agrees to reimburse, indemnify, hold harmless and defend at Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer and its subsidiary and affiliate companies against all damagedamages, loss, expense, claim, liability, fine, settlement or penalty, including, without limitation, claims of infringement of patents, copyrights and trademarks, unfair competition, bodily injury, injury or property or other damage arising out of any use, possession, consumption or sale of the Merchandise or failure to provide complete, accurate and acceptable (to U.S. Customs) information and documentation relating to, without limitation, the country of origin, or failure of Seller to perform promptly this Order Contract. Seller shall obtain adequate insurance to cover its liability under this Order Contract and shall provide copies of the applicable certificate(s) of insurance to Buyer.