USF Company Vendor Name For Internal Use Only: Payment Terms Food Innovations A-System Co # 59674 % :Net Director: Bill Patterson ACH Terms: % :Net Vendor Affiliate Name: Office Phone: 847-232-5913 No ACH Terms Vendor Partnership Program: PUBLISHED...
Exhibit
10.1
U.S.
Foodservice, Inc.
Vendor
Program Agreement
| USF Company Vendor Name | For Internal Use Only: | Payment Terms | |
| Food Innovations | A-System Co # | 59674 | % :Net |
| Director: | Xxxx Xxxxxxxxx | ACH Terms: % :Net | |
| Vendor Affiliate Name: | Office Phone: | 000-000-0000 | |
| No ACH Terms | |||
| Vendor Partnership Program: PUBLISHED | |||
| Vendor Contact Information | Category | Redistribution | ||||
| Grocery (Other) | o Qualified x Excluded | |||||
| Name: |
Xxxxxx
X. Xxxxxxxx
|
If Qualified provide name(s) of Entities: | ||||
| Phone: | 000-000-0000 | Contract Dates | ||||
| Fax: | 000-000-0000 | Redistribution | A-sys Co # | |||
| Email: | Start: 1/1/2010 | 1. | ||||
| Mobile | End: 12/31/2012 | 2. | ||||
| Address: | 3. | |||||
|
City:
State: FL
|
Naples
Zip Code:
|
This VPA may renew annually for an additional 12-month term unless either party notifies the other in writing 30 days prior to the End Date of its intent not to renew, but in no event shall the term of this agreement exceed five years from the start date. |
4.
5.
6.
7.
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The
parties acknowledge that in the calculation of the promotional allowances as set
forth on Exhibit B herein, all contractual obligations of Vendor and USF which
restrict or limit the payment of promotional allowances have been considered and
taken into account. The promotional allowances shall be reviewed by the parties
in December, 2010, and renegotiated annually
thereafter; however, such promotional allowances shall be in effect until the
parties agree to any modifications.
Program
Terms
| Program Qualifying Base | ||
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For
the purposes of calculating (i) promotional allowances, and (ii) purchase
levels for the achievement of growth incentive objectives, all amounts to
which U.S Foodservice, Inc., together with its subsidiaries (collectively,
'USF-) is entitled,
whether set forth on a cents per pound or case basis or expressed as a
percentage, shall be based upon USF's Net Purchases. Net Purchases shall
be defined as the dollar value, total freight in pounds or total cases, as
applicable, of Gross Purchases less the dollar value. total weight in
pounds or cases, as applicable, of (A) all Products that the parties have
agreed are ineligible to earn promotional allowances, as set forth on
Exhibit A attached hereto (including proprietary Products if agreed to by
the parties), (B) Product returns, and (C) freight, if the Products are
priced FOB Vendor's dock and such height charge is included in the total
dollar value of Gross Purchases. Gross Purchases shall be defined as the
dollar value, total weight pounds, or total cases, as applicable, of
Products actually received and accepted by USF. No other reductions from
Gross Purchases, including cash discounts, to determine Net Purchases will
be accepted by USF.
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| Excluded Products | Corporate Marketing Allowance (CMA) | |
| Exhibit A, listing Products that are ineligible to receive promotional allowances, is attached hereto and incorporated herein. | The Corporate Marketing Allowance (CMA) is intended to be used for Support Office and Regional Marketing Activities. | |
| Local Allowance Programs | ||
| Any applicable Local Allowance programs shall be administered as set forth on Exhibit B. | ||
| Purchasing, Program, and Marketing Allowance Payment Terms | USF Vendor Policy | |
| At the end of each calendar week, USF will calculate the NPA, CMA, and LVA (if nationally administered) due. Once calculated. on or about it the following Wednesday, the billing amount will be posted to the supplier web portal that Vendor will have access to 24 hours a day, 7 days a week, and a deduction in that amount will be processed by USF against any outstanding or future trade payable. Vendor may raise questions, disputes or concerns through the USF Vendor Support Center (VSC). Any dispute logged with the VSC must contain the specific nature of the discrepancy to ensure USF has all information necessary to research and resolve the Vendor dispute. |
By execution of this
Vendor Program Agreement, Vendor acknowledges that it has reviewed
the USF Vendor Policy located on the supplier website, and agrees to be
bound by the provisions thereof. USF reserves the right to change
the Vendor Policy at any time.
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| Vendor Direct Negotiated Pricing | Addendum | |
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All
Vendor direct negotiated pricing payments (i.e. the difference between the
invoice price to USF less the contract price to
the end-user (prior to any distributor xxxx-up)) will be
automatically deducted on a weekly basis. Vendor shall obtain
USF's
prior written consent before Vendor makes a bid to an end-user customer
for a Vendor Direct Negotiated Pricing arrangement,
which bid includes USF's Exclusive Brand Products.
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o If
checked the parties agree to the additional terms set forth in
the attached addendum to
the Vendor Program Agreement.
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U.S.
FOODSERVICE VENDOR POLICY
| 1.
Purchase of
Products.
This
Vendor Policy ("Policy") shall apply to the purchase of products (the
"Products") by US Foodservice, Inc., together with its subsidiaries and
affiliates (collectively "USF) from Vendor. USF has the absolute right to
purchase the Products from manufacturers or suppliers other than Vendor.
Nothing in this Policy, or any agreement with Vendor, is a commitment by
USF to purchase, or a commitment by Vendor to supply, any quantity of
Products.
2.Performance
Standards.
(a) The
Product quantity Vendor delivers must (i) correspond to Products ordered
(by SKU) in the applicable PO and (ii) be delivered to the USF "FOB Point"
within 24 hours of the delivery date specified in the PO (the "On-Time
Requirement"), with respect to at least 99% of such Products contained in
such POs; provided that the quantities specified in such POs shall be
consistent with the ordinary course of business between Vendor and USF and
all lead times shall be consistent with those published by Vendor
(collectively, the "Minimum Service Level Requirement"). Vendor shall also
comply with USF's quality policies provided from time to time in writing
to Vendor.
(b) Vendor
will grant USF access to Vendor's data and records and cooperate with USF
to enable USF to conduct audits of Vendor's performance under the VPA. If
as a result of any such audit it is determined that Vendor has either
overcharged (or underpaid) USF, Vendor will promptly pay to USF the amount
of any net overcharge (or underpayment).
(c)
Vendor Provided Data. As part of the support provided to USF with respect
to Product information, Vendor will work directly with USF, or a third
party designated by USF, to synchronize the Product data to be imported
into USF's Product Information Management System. This process will ensure
that USF sales, marketing, procurement, product innovation, food safety
& quality assurance, and operations functions have accurate
information related to Vendor's Products. The Product information provided
by Vendor will be maintained by USF on a secure portal site and will
follow a USF-designated security process to maintain proper controls and
integrity. The Product information to be provided by Vendor
includes:
(i) Basic
information describing the Products for accurate order and sales
processing.
(ii) Nutritional
Information for each Product, in the form required by the FDA's
manufacturer brand requirements.
(iii)
Additional information as reasonably requested by USF.
3.
Product Orders;
Pricing: Promotional Allowances.
(a) USF
will submit purchase orders ("PO") to Vendor and Vendor will confirm the
PO (the "PO Confirmation") within 48 hours of receipt. The PO Confirmation
will include (i) the Product price, (ii) the quantity of Products, and
(iii) any other costs or charges. If Vendor fails to provide a proper PO
Confirmation, USE shall only be responsible for payment of the amount set
forth in the PO. Vendor will be allowed no additional charges unless
specified in the PO. "Commodity" Products shall be priced weekly and all
price changes must be communicated to USF at least 7 days prior to the
proposed implementation date. With respect to any non-commodity based
price changes, Vendor shall notify USF prior to the proposed date of
implementation of any such price changes, which date of implementation
shall be the 15th day of the month following a 60-day minimum notice
period.
(b) For
purposes of Products ordered pursuant to the terms of a Vendor Program
Agreement ("VPA"), Vendor shall reject any Purchase Order submitted by USF
that specifies either a vendor code for any vendor other than Vendor, or a
product code for any product other than the Products manufactured and
supplied by Vendor and sold to USF ("Invalid Purchase Order"). If Vendor
sells, ships or delivers any Products to USF pursuant to an Invalid
Purchase Order submitted by a USF division then USF, at it's option, may
either (a) reject such Products, in which case USF shall have the right to
treat such Products as Non-Conforming Products pursuant to the terms of
Section 8, or (b) accept such Products, in which case USF shall be
entitled to receive Promotional Allowances on such
Products,
determined
as follows: (i) if Vendor substitutes a Vendor manufacturer brand Product
for the Product specified in the Invalid Purchase Order, the
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pricing
and Promotional Allowances payable on such Product shall be as set forth
in the VPA, co if Vendor supplies the Product specified in the Invalid
Purchase Order and there is a similar or equivalent Vendor manufacturer
brand Product covered by the terms of VPA, the Promotional Allowances
payable on such Product shall be in an amount equal to the Promotional
Allowances payable on such similar or equivalent Vendor manufacturer brand
Product, or (iii) if Vendor supplies the Product specified in the Invalid
Purchase Order and there is no similar or equivalent Vendor manufacturer
brand Product covered by the terms of the VPA, the Promotional Allowances
payable on such Product shall be in an amount equal to the Promotional
Allowances payable on Products purchased by USF in Vendor's primary
product category, as determined by USF.
(c) Vendor
will pay all promotional allowances as set forth in the VPA in full,
without set-off and may not (except as may be negotiated by a USF division
with respect to the Local PA's (as hereinafter defined)) exclude any USF
division from participation in the promotional allowance
program.
(d) Vendor
will notify USF in writing within 90 days of the occurrence of any alleged
payment disputes. USF may deduct any Vendor monetary obligations from any
amounts owed to Vendor by USF, and pay only the net sum due, if
any.
4. Invoicing and Payment.
The invoice payment period and the determination of discount
periods will start on the later of the date (i) Vendor's invoice is
received at the USF accounts payable department, or (ii) the Products are
received at the applicable USF division. USF shall consider Vendor
invoices paid on the date the check is postmarked and mailed to
Vendor.
5.Shipment; Risk of
Loss.
(a) Vendor
shall ship only those quantities of Products ordered by USF in the PO and
shall not make any substitutions without USF's prior written
approval.
(b) When
(i) Vendor arranges for the transportation of Products from Vendor's dock
to USF via a carrier of Vendor's choosing, or (ii) Vendor's xxxx of lading
for the shipment of Products indicates "shipper load and count" or other
similar designation, then Products so shipped shall be shipped F.O.B.
Destination regardless of whether USF has paid or shall pay for the
transportation charges associated with such shipment. As between USF and
Vendor, all risk of loss or damage to Products shipped F.O.B. Destination
shall remain with Vendor until such Products have been delivered to and
accepted by USF at the USF-designated destination according to the terms
and conditions of this Agreement. For all Products shipped F.O.B.
Destination, it shall be the responsibility of the carrier's driver to
unload, sort, segregate and palletize the Products to the USF receiver's
satisfaction and Vendor shall ensure that the carrier satisfies this
responsibility. In unloading and breaking down loads, Vendor and carrier
drivers must utilize, and pay for, either (i) their own employees or
agents, or (ii) a USF-approved lumper service. Additionally, Vendor shall
ensure that only authorized personnel operate equipment on USF's premises
that have been properly trained in the use of such equipment in accordance
with all applicable laws and regulations.
(c) When directed by USF, Vendor shall, at USF's expense, load and
ship Products via a carrier of USF's choosing. Unless Vendor's xxxx of
lading for such shipment of Products indicates "shipper load and count" or
other similar designation, under such circumstances Products so shipped
shall be shipped F.O.B. Vendor's Dock. As between USF and Vendor, all risk
of loss or damage to Products shipped F.O.B. Vendor's Dock shall remain
with Vendor until such Products have been delivered to and accepted by the
USF-designated carrier in accordance with USF's instructions and the terms
of this Agreement. In all cases, Vendor shall provide to USF a copy of the
xxxx of lading at the time of shipment.
6.
Warranties;
Continuing Obligations of Vendor.
(a) Vendor represents and warrants that all Products shall (i)
conform to the applicable specifications, (ii) be merchantable, (iii) be
free from defects in workmanship, materials, packaging, construction and
design, (iv) be fit and sufficient for the purpose for which it is
intended and/or which is stated on
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any
packaging, labeling or advertising, (v) be free of any and all liens and
encumbrances of any kind, and (vi) be produced, packaged, labeled. packed,
shipped and invoiced in compliance with the applicable requirements of any
federal, state or local laws, regulations,
ordinances or administrative orders
or rules.
(b) The
Products shipped or delivered by Vendor are guaranteed under all
applicable federal, state or local laws, regulations. ordinances or
administrative orders or rules, as of the date of such shipment or
delivery, to be (a) not adulterated or misbranded; and (b) not articles
which may not be introduced into interstate commerce. This guaranty shall
continue in effect with respect to all articles ordered by USF from Vendor
prior to the receipt of written notice of its revocation. Notice of the
acceptance of this guaranty by USF is
waived.
(c) Vendor
agrees that any shipment found to be in violation of the above
representations and warranties may be rejected by USF and may, in addition
to any other remedies, result in immediate termination of any
VPA.
7. Exclusive Brand
Products. For exclusive brand Products to be sold exclusively to
USF ("Exclusive Brand Products"), Vendor shall manufacture the Exclusive
Brand Products in strict compliance with the product specifications (the
"Exclusive Brand Product Specifications") that, at USF's election, will be
either (i) provided to Vendor by USF from time to time, or (ii) developed
by Vendor, in which case Vendor shall develop such Exclusive Brand Product
Specifications at Vendor's sole cost and expense. To the extent that the
Exclusive Brand Product Specifications contain any customization for the
exclusive use of USF, whether developed by Vendor. USF or jointly, USF
shall own all right, title and interest in and to the Exclusive Brand
Product Specifications. All Product Specifications shall be approved by
USF prior to production. Such approval, however, will not under any
circumstances relieve the Vendor from sole responsibility for such Product
Specifications. Vendor shall be responsible for the design and development
of all packaging and labeling with respect to Exclusive Brand Products
("Exclusive Brand Packaging Specifications"), including compliance with
all packaging and labeling laws. At the request of USF, Vendor will work
together with such third party design firm or packaging development firm
as USF may direct. All such design and development activities (including
the use of third parties) shall be done at Vendor's sole cost and expense,
but shall be subject to final approval by USF. In addition, in all cases,
USF shall own all right, title and interest in and to any patent,
trademark, trade name, trade dress or Exclusive Brand Packaging
Specifications related to the Exclusive Brand Products, including without
limitation, all designs, labels, printing plates and the
like.
8. Non-Conforming
Product. Non-conforming Products may be rejected by USF and
disposed of, returned or held at Vendor's expense and risk. USF may
require Vendor to replace any Non-conforming Products or grant USF a full
refund or credit. Non-conforming Products are products that (i) are not produced,
sold, shipped and/or delivered in accordance with the VPA or applicable
PO(s), (ii) allegedly violate any applicable laws, rules or regulations,
(iii) allegedly infringe any intellectual property rights, or (iv)
allegedly involve any unfair competition. the tike.
9. Product Recalls.
Vendor shall immediately notify USF of the initiation of, or any
circumstances relating to the necessity to initiate, a Product recall,
withdrawal, inventory retrieval, or any other action to remove Products
from distribution and sale (a 'Recall"). Vendor may not initiate a Recall
with a USF division. Vendor shall be solely responsible for Recalls and
any related costs or liabilities, including reimbursement of USF for all
costs and expenses incurred by USF in the event of a
Recall.
10. Indemnification.Vendor
shall indemnify, defend, save and hold harmless USF and its officers,
directors, employees, agents and/or any direct or indirect customers from
and against any and all claims, demands, suits, liabilities, damages,
injuries, penalties, losses. settlements, judgments, costs and expenses
(including reasonable attorneys' fees, costs and expenses) incurred or
otherwise arising out of or allegedly resulting from: (i) a claim that the
Vendor Product specifications or Vendor intellectual property infringes
upon or misappropriates any intellectual property rights in connection
with the Products; (ii) death of or injury to any person, damage to any
property, or any other damage or loss, by whomsoever suffered, resulting
or claimed to result in whole or in part from any actual or alleged
quality or other defect in the Products, whether latent or patent, or
actual or alleged failure of the Products to comply with any express or
implied warranties or any claim of negligence or strict liability in tort
relating to the Products; (iii) violation by the Products in their
manufacture, possession, storage, use or sale, of any applicable federal,
state or local laws, regulations, ordinances or administrative orders or
rules; (iv) defect in the packaging, labeling, packing, shipping and/or
invoicing of Products; or (v) breach of any VPA, violation of this Policy
or any continuing obligation or representation or warranty (a "Claim"
or
"Claims"), except to the extent any such Claims are the direct result
of negligent acts or the willful misconduct of USF.
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11. Insurance.
Vendor shall maintain at its expense commercial/comprehensive
general liability insurance (including bodily injury, property damage,
product liability, contractual liability and completed operations
coverage) from a carrier having an A.M. Best rating of A or better, in a
minimum amount of three million dollars ($3,000,000), per occurrence and
annual aggregate, except in the case of cleaning/chemical supplies where
the amount shall be five million dollars ($5,000.000), per occurrence and
annual aggregate, which policy shall use General Commercial Liability
Endorsement # CG20261185 (or an appropriate equivalent) to designate USF
(including all subsidiaries and affiliates) as a primary additional
insured. A certificate of insurance for such coverage shall be delivered
to USF upon execution of the VPA and annually thereafter. The certificate
shall specify that USF shall be given at least thirty (30) days' prior
written notice by the insurer in the event of any material modification,
cancellation or termination of coverage.
12. Termination.
(a) USF
may terminate any VPA on 90 days written notice to Vendor. USF may
discontinue the purchase of Products at any time, with or without
notice.
(b) Upon
any termination or expiration of any VPA or if USF discontinues the
purchase of Products each party will continue to be obligated to make all
payments due that arose under such VPA prior to such termination or
expiration. Upon a termination of any VPA (A) USF may (1) return
Nonconforming Products to Vendor at Vendor's expense and (2) sell all
other Product under the terms and conditions of such VPA until such
Product is depleted, and (B) USF shall have no obligation to Vendor for
any of Vendor's inventory of finished goods, packaging materials or raw
materials of any kind, except that in the case of Exclusive Brand Products
USF will purchase its normal volume of the affected Exclusive Brand
Products from Vendor for up to ninety (90) days from the earlier of the
date of notice of termination, discontinuance or expiration of the VPA to
deplete Vendor's inventory of finished goods, packaging and unique raw
materials relating to such Exclusive Brand Products.
(c)
To the extent Vendor continues to sell any Products to USF after the
termination or expiration of any VPA then the terms of this Policy shall
apply to all such sales until such time as Vendor enters into another
vendor agreement with USF.
13. Price Competitiveness.
Vendor shall sell the Products to USF at
Vendor's
most favorable net pricing for Products.
14. Miscellaneous,
(a) Vendor
shall not assign, delegate or otherwise transfer (by merger, asset sale,
contract, operation of law or otherwise) its rights or obligations under
any VPA, or grant a security interest in or pledge as collateral any
interest in a VPA, without USF's prior written consent. In the event that
Vendor intends to transfer less than all or substantially all of its
assets, i.e., a division or a product line, to a third-party, and included
among the assets being transferred are Products sold to USF pursuant to
the terms of a VPA, then Vendor shall notify USF at least 30 days in
advance of such transfer, and Vendor shall cause the third-party buyer to
assume Vendor's obligations under the VPA with respect to the Products
being transferred.
(b) Vendor
and USF agree to hold in strict confidence the confidential information of
the other party, which shall include all information that is not generally
available to others, including, without limitation, information pertaining
to methods of operation, strategies, customer identities, pricing
information and promotional allowances. proprietary product information,
credit terms, marketing information, trademark information,
specifications, and the terms and conditions of any VPA and this Policy,
except to the extent such confidential information (i) is or becomes
publicly known and such public knowledge or disclosure is not the result
of any act or failure to act on the part of the recipient of such
information hereunder, (ii) is, at the time of disclosure, already known
to such party, (iii) is information independently developed by such party
without utilizing the confidential information, (iv)
is information obtained from a third party, provided such third
party is not under a duty to keep such information confidential to the
disclosing party, or (v) becomes subject to legal process or applicable
law that requires disclosure of any confidential information, in which
case the party subject to such legal process shall notify the other party
of such required disclosure as promptly as possible (and prior to
disclosure, if permissible) and shall take all actions as may be necessary
to keep the confidential information confidential, including all actions
that such party takes to preserve the confidentiality of its own
confidential information. Notwithstanding the foregoing, Vendor
acknowledges and agrees that USF shall be entitled todisclose such pricing
and promotional
allowance
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information, as
applicable, as may be necessary or desirable in
connection with USF's internal business needs and with
determining the competitiveness of the programs offered by Vendor,
provided USF shall not disclose Vendor's identity or information from
which Vendor's identity may reasonably be determined.
(c) (i)
Vendor certifies that neither Vendor nor its principals (owners/senior
officials) are debarred nor suspended from U.S. Government procurement
programs under the rules prescribed at Title 48 of the Code of Federal
Regulations, section 9.4, and Vendor shall, within fifteen (15) calendar
days, notify USF of any change in this status, including Vendor's receipt
of any notice proposing Vendor for debarment or suspension from U.S.
Government procurement programs.
(ii)
Vendor also understands that it may be subject to Executive Order 11246,
Section 503 of the Rehabilitation Act of 1973, as amended, and 38 USC
section 4212, and the regulations interpreting such provisions, including
but not limited to 41 C.F.R. Section 60.1-4, 41 C.F.R. Section
60250.5 and 41 C.F.R. Section 60.741.5, with respect to affirmative
action program and plan requirements. Vendor also agrees to comply with
the provisions of Executive Order 13201 Compliance (29 CFR Part 470),
relating to the notice of employee rights concerning payment of union
dues. Additionally, Vendor acknowledges that USF is an equal opportunity
employer and that Vendor will not, to the extent that any portion of its
services are subcontracted or performed by any other person, corporation,
entity, or agent of any sort. discriminate in the selection or use of any
such person, corporation, entity, or agent based upon sex, marital status,
race, color, ancestry, national origin, religion, sexual orientation,
physical handicap, medical condition, or age.
(d) Neither
party will be in default in the performance of its obligations under any
VPA or this Policy if such performance is prevented or delayed because of
war, hostilities, revolution, civil commotion or unrest. strike, labor
dispute, epidemic, fire, wind, earthquake or flood, any law, order,
proclamation, regulation or ordinance of any government, or of any
subdivision thereof, Acts of God or for any other cause, whether similar
or dissimilar to those enumerated, that is beyond the reasonable control
and without fault or negligence of the party whose performance is
affected; provided that Vendor shall use good faith and diligent efforts
to perform its obligations despite the occurrence of such event and
provide USF priority in returning to normalized operations as promptly as
practicable following the conclusion of such force majeure event. In the
event any party intends to rely on an event of force majeure to suspend
its obligations to perform. such party shall provide written notice to the
other party of its intent to rely on such an event and specifically
identify the event. In the event that Vendor is not able to satisfy fully
the supply of Products to one or more customers as a result of such event,
Vendor shall provide USF at least that percentage of Products in the same
proportion as USF's historic purchases of such Products bears to the
historic purchases of all products by other customers of Vendor to whom
Vendor has a contractual commitment to supply such
products.
(e) (i)
Any VPA and this Policy constitute the entire agreement with respect to
the purchase and sale of Products between USF and Vendor and all other
subject matter covered herein. The VPA shall not be modified, changed or
amended except in a writing signed by both parties. No writing or consent
with respect to the VPA (other than Local Agreements) shall be binding
upon USF unless executed by the Category Director and an authorized
officer of USF.
(ii)
Vendor may enter into agreements (the "Local Agreements') with USF
divisions solely for the purpose of providing for local marketing
allowances, local discretionary allowances, local growth programs or other
local rebates or incentives (collectively "Local PA's") that represent an
economic enhancement to the promotional allowance programs set forth in
any VPA. Local Agreements shall not modify any other terms or conditions
of the relationship between USF and Vendor. Local Agreements shall be
subject to the terms and conditions of any VPA and this Policy and to the
extent there are conflicts or inconsistencies between such VPA and this
Policy will control.
(f) This
Policy and any VPA shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the conflict of laws
provisions thereof.
(g) The
obligations and provisions contained in Sections 6, 7, 8, 9, 10 and 14 of
this Policy shall survive the expiration or termination of any vendor
agreement, including a VPA.
(h) Vendor
acknowledges and agrees that Vendor will at all times follow industry best
practice, as well as all applicable OSHA standards,
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requirements and
guidelines for employee health and safety. USF reserves the right to audit
regarding worker health and safety practices.
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