1
EXHIBIT 10.11
[MARRIOTT LETTERHEAD]
December 1, 1998
Xx. Xxxxx Xxxxx, President
Xxxxxxxxxxx, Inc./Xxxxxxx Furniture Industries
0000 Xxxxx Xxxxxxx Xxx. Ext.
Pompano Beach, FL 33069
Re: Pricing Agreement 90000483-90010104
Dear Xxxxx:
Marriott International, Inc. is pleased to acknowledge acceptance of your
pricing proposal of December 1, 1998 (Exhibit I). This pricing agreement
(hereinafter Agreement) is between Marriott International, Inc. (hereinafter
Marriott) and Loewenstein, Inc./Xxxxxxx Furniture Industries (hereinafter
Vendor).
Items covered under this Agreement include, but are not limited to: Upholstered
Seating as manufactured and/or supplied by Vendor.
The Unit Price Schedule/List dated December 1, 1998, Labeling Instructions,
Routing Guide and General Specifications (Exhibits I, IV, V and VI) shall govern
all products sold and purchases made under this Agreement.
Vendor will purchase customer specified fabric/material. Vendor will ensure and
verify that specified upholstery meets Marriott's ACT standards (Exhibit VII).
Vendor will manage the delivery of fabric to ensure final delivery dates are
met. Marriott will extend its negotiated prices for fabrics to the Vendor for
Marriott products only. Vendor must submit Upholstered Fabric Specification form
(Exhibit VIII) to our approved fabric Vendors to receive Marriott negotiated
prices. Vendor will communicate any handling charge to the Commodity Manager for
approval.
Shipments shall be F.O.B. destination all packaging/preparation included.
Freight terms shall be third party billed per freight guide included with
orders.
A definitive purchase shall be initiated by either Marriott or an Account as
defined in the Addendum by the issuance of a Purchase Order, using a form
similar to the attached purchase order (Exhibit II). All terms and conditions of
a purchase by Marriott shall be governed by this Agreement and the Purchase
Order, regardless of the terms of any acknowledgment, or other form issued by
Vendor to the contrary.
Marriott's purchase order must be acknowledged by the Vendor in writing within
one week of date of order. Prices indicated on the Marriott purchase order shall
be binding and any provision or alteration contained in the Vendor's
acknowledgment or other form, which are a variance to the Marriott purchase
order, are not binding, unless accepted in writing by Marriott, before Vendor's
order entry.
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Pricing Agreement
Page 2
Unless otherwise indicated on the Purchase Order, invoices from Vendor
referencing the Purchase Order number shall be mailed to:
Marriott International
Design and Construction Services Inc.
Department 70/105.09
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx, X.X. 00000
Invoice payment terms are: Net 30 Days
Marriott, by entering into this Agreement, offers no guarantee of minimum
quantities or dollar volume to be purchased under this Agreement. Bi-weekly
status reports of issued Purchase Orders will be submitted by Vendor to
Marriott, attention Expediting Department, Dept. 70/105.01.
Vendor warrants all products purchased under this Agreement to be free from
defects in materials, workmanship, and production for a period of one (1) year
from the date of delivery to the property. Vendor agrees to repair or replace,
without charge to the Buyer, any product or part that fails as a result of a
defect or fails to conform to the terms of the warranty or the terms of the
specifications.
If commercially reasonable, "samples" of products developed by the Vendor for
Marriott will be provided at no charge for inspections, sample rooms, trade
shows, and testing, as development continues to refine the products. The
providing of "samples" at no charge will not be considered commercially
reasonable if excessive tooling and other costs, including air freight, are
involved. The Vendor and Marriott will discuss and agree to specific project
situations as they occur.
As a condition precedent to Marriott's issuance of any Purchase Orders, Marriott
will require the execution and delivery of the attached Indemnity Agreement form
(Exhibit I). Further, the certificate of insurance described in the Indemnity
Agreement form should be delivered to the undersigned on or before January 1,
1999.
This Agreement is effective beginning January 1, 1999, and shall continue in
full force and effect until December 31, 2001. Thirty (30) days prior to
expiration of this Agreement, Marriott and Vendor shall review the terms of this
Agreement and determine if the Agreement should be extended or terminated. If it
is determined that this Agreement shall remain in effect, the parties shall
acknowledge the continuation in writing and this Agreement shall be amended to
reflect the new expiration date. This Agreement constitutes the entire
understanding and agreement between the Buyer and Vendor as to the subject
matter hereof, supersedes all other prior and
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Pricing Agreement
Page 3
contemporaneous understandings of the parties in connection herewith, and may
not be modified except by an agreement in writing executed by both parties
hereto.
All questions regarding this Agreement are to be submitted to the Commodity
Manager indicated below.
Please acknowledge your acceptance of this Agreement by having the appropriate
officer sign the space provided below, the Indemnity (Exhibit III), and the
Addendum (Exhibit IX), and returning the original copy of this letter, the
Indemnity and the Addendum to Xxxxx Xxxxxxxxxx, Commodity Manager.
Through our combined efforts, I am sure that we can form a business relationship
beneficial to both parties.
Sincerely,
/s/ Xxxxx Xxxxxxxxxx
----------------------------
Xxxxx Xxxxxxxxxx
Commodity Manager
Marriott International
Phone: (000) 000-0000
Fax: (000) 000-0000
Accepted by Xxxxxx
By:
--------------------------
Title:
-----------------------
Date:
------------------------
Exhibit I: Price List On File
Exhibit II: Purchase Order
Exhibit III: Indemnity Agreement
Exhibit IV: Labeling Instructions
Exhibit V: Routing Guide
Exhibit VI: General Specifications - Upholstered Seating - 9/2/98
Exhibit VII: Marriott's ACT Standards
Exhibit VIII: Upholstery Fabric Specification
Exhibit IX: Addendum to Agreement
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EXHIBIT II
PURCHASE ORDER
SAMPLE ONLY
>C?
---------------- ------------------- ----------------- ---------------- ---------
Purchase Order# Date Original Buyer Page 1
Marriott International, Inc. (BUYER'S PARENT)
Marriott Drive ---------------- ------------------- ----------------- ---------------- ---------
Washington, D.C. 20058 USA Payment Terms Freight Terms Sales Order Ship Via
FOB Destination
Net 30 3rd Party Billed Xxxx XXX
---------------- ------------------- ----------------- ---------------- ---------
Marriott International Design & Construction PROJECT ID/PROPERTY:
Services, Inc. ("MIDCS") certifies that the SHIP TO: (ADDRESS LINE 1)
purchased property described below is purchased by (ADDRESS LINE 2)
MIDCS'_______ for the below referenced property. (ADDRESS LINE 3)
MIDCS, in its capacity as agent is not taking (ADDRESS LINE 4)
title to the purchased property unless otherwise
named herein. Unless otherwise specified, mail
all invoices in duplicate to:
MARRIOTT INTERNATIONAL FOR SHIPMENTS OTHER THAN UPS, FREIGHT CARRIER MUST BE SPECIFIED
MARRIOTT DRIVE BY CALLING MARK VII AT 000-000-0000
DEPT. 70/105.09, ROOM 229
WASHINGTON, D.C. 20058 USA QUESTIONS REGARDING THIS ORDER SHOULD BE DIRECTED TO:
(BUYER'S NAME)
Vendor: PHONE (BUYER'S PHONE #)
(ADDRESS LINE 1) FAX (BUYER'S FAX #)
(ADDRESS LINE 2)
(ADDRESS LINE 3)
(ADDRESS LINE 4)
(address line 5)
------------------ ---------------- ---------------- --------------- ------------------ ------------------ -----------
___-Schd Item ID Description Quantity/UOM Unit Price Extended Amount Due Date
------------------ ---------------- ---------------- --------------- ------------------ ------------------ -----------
Packaging included in cost of goods unless otherwise noted below.
Please accept, sign and return a copy of this order with the estimated ship date
to the attention of the buyer shown above.
Vendor acknowledges that it is bound by the Terms and Conditions which accompany
this Purchase Order, or which are part of the Master Purchasing Agreement
between Marriott and the Vendor.
Due date is the required delivery date at the delivery address(es) shown, not
the shipping date. Other than UPS shipments, all deliveries require 48-hour
advance notice to the contact shown in the delivery address. Call the buyer
listed on this Purchase Order immediately if there are any questions regarding
fulfillment of the order.
Side mark cartons, invoices, packing lists and bills of lading with:
(1) Marriott's Item ID shown on each line of this order.
(2) Marriott's Purchase Order Number and Project ID shown at the top of
this page.
Follow any additional side-marking instructions specified for each line item of
this Purchase Order.
(BELOW IS AN EXAMPLE OF HOW THE FIELDS WILL LOOK ON AN ORDER)
Total P.O. Amount
-------------------------------------- -----------------------------------------
ACCEPTED FOR VENDOR BY: ESTIMATED SHIP DATE:
VENDOR ORDER NUMBER:
-------------------------------------- -----------------------------------------
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MARRIOTT INTERNATIONAL
PURCHASE ORDER TERMS AND CONDITIONS
1. ACKNOWLEDGMENTS; ACCEPTANCES OF ORDER; MODIFICATION. The purchase order
must be acknowledged by the seller in writing. The acknowledgment will
confirm the delivery date specified in the purchase order. The vendor
must return the Marriott acknowledgment within one week after receipt
of the purchase order. The vendor's reference number should be clearly
written on the acknowledgment. The quantity, packs or unit size of
goods ordered will not be changed without buyer's written consent. No
charges for additions or improvements to products or services ordered
hereunder will be paid by buyer unless approved in writing by buyer.
Seller's acknowledgment of Purchase Order or acceptance by buyer of
delivery of goods or services ordered herein shall constitute
acceptance by seller of all terms and conditions set forth herein.
Buyer shall not be bound by any provision or alteration contained in
seller's acknowledgment or in any other communication, printed or
otherwise, which is in variance with the purchase order, unless
accepted in writing by buyer.
2. PRICES. Unless otherwise noted herein, prices indicated on purchase
order include all charges for seller's packing and crating, and are not
subject to revision by seller.
3. DELIVERY. Time is of the essence in the purchase order. If in the
reasonable judgment of the buyer, the seller has failed or will fail or
if the seller has refused or will refuse to expeditiously proceed with
delivery and installation pursuant to the terms of the purchase order,
then buyer may terminate the whole or any part of the purchase order,
provided buyer gives seller three (3) days prior written notice of such
termination and purchase elsewhere and hold seller accountable for any
and all damages sustained by buyer as a result of such termination.
Buyer has the right, at any time, to change the place and/or time of
delivery. Any claim by seller for adjustment because of a change in
place and/or time of delivery will be deemed waived unless asserted in
writing within ten (10) days after receipt by seller of the request for
change.
4. PACKAGING/SHIPPING. All goods shall be suitably packed or otherwise
prepared by the seller for shipment to prevent damage, to obtain the
lowest transportation and insurance rates, and to meet the carrier's
requirements. Goods must be shipped in accordance with instructions on
the purchase order and expenses incurred in handling due to failure to
comply with these terms will be billed to seller. Source name, complete
ship to address, purchase order number, and material ID number must
appear on all invoices, bills of lading, packing slips, cartons and
correspondence. Bills of lading are to be attached to invoices
submitted, showing carrier and date of shipment. Packing slips will
accompany all shipments listing contents of shipment in detail and
shall be clearly identified and assessable so as to be first off
carrier. Freight is to be third party billed to Marriott. See attached
routing guide for carrier selection.
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5. RIGHTS OF INSPECTION. Unless otherwise agreed, title shall pass on
unloading at destination, subject to buyer's right of inspection,
approval and acceptance within a reasonable time after arrival. Rejects
may be returned at seller's expense provided seller is given reasonable
amount of time to advise disposition. Buyer does not assume
responsibility for 100% inspections. If this is necessary as indicated
by partial inspections, the entire shipment may be rejected. Xxxxx may
charge seller for the costs of inspecting goods rejected. Buyer may
inspect material or equipment in seller's plant during production
without waiving right to subsequent rejection for undiscovered or
latent defects.
6. RISK OF LOSS OR DAMAGE. Irrespective of F.O.B. point or unless
otherwise agreed, during the period that the goods are in possession of
seller or in transit, all risks of loss or damage to the material and
equipment shall be on the seller.
7. WARRANTY. Seller expressly represents and warrants that all goods and
services furnished hereunder conform to applicable specifications,
drawings, part numbers, samples, prototypes or other rendered
descriptions, that they will be fit and suitable for their intended
use, that they are merchantable, of good quality and free from defects,
whether patent or latent, in materials, workmanship, design and
production. Seller also warrants that, to the extent applicable, all
goods comply with the provisions of any federal, state or local law
pertinent to the manufacture or intended use thereof including, without
limitation, the provisions of OSHA. Further, seller expressly warrants
that it has good title to the goods supplied and that they are free
from all liens and encumbrances. All warranties shall succeed to buyer,
its successors, assigns, and all persons, including subsidiaries of
buyer, to whom the goods may be resold or loaned. If the goods or any
part of them shall not comply with the foregoing, buyer shall have the
right to reject them or to cancel this purchase order without prejudice
to any right to damages for such breach or to any other rights arising
therefrom, or to retain the goods or recover the damages from the
seller for such breach of warranty. In such event, continued use of
such goods by buyer shall not constitute a waiver of seller's breach of
warranty.
8. BUYER MATERIAL. All drawings, blueprints, dyes, patterns, tools,
printing plates, jigs, fixtures, etc., and any other property furnished
to seller by buyer and [sic] may not be used in the production,
manufacture or design of articles not for buyer's use without written
consent of buyer. Said drawings, etc., shall be held at seller's risk.
Upon completion of deliveries hereunder or upon termination of this
contract, said drawings, etc., shall be delivered to buyer at seller's
expense. Prices set forth in this purchase order include charges for
all such articles.
9. INVOICES. Invoices shall be submitted in duplicate, and shall contain
the following information: purchase order number, material ID number,
vendor item number, description of goods or services, sizes,
quantities, unit prices and extended totals. Unless otherwise
specified, payment will be made on partial deliveries accepted when the
amount due on such deliveries so warrants. Discount time shall be
computed from date
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of receipt of correct invoice or receipt of goods, whichever is later.
Payment is made for the discount purposes when the check is mailed.
10. PRICE PROTECTION. Seller represents the prices specified herein are as
low as any net price given by seller at time purchase order is extended
to any other customer for like goods and quantity.
11. PATENT PROTECTION. Seller will hold harmless and defend buyer, at
seller's cost, in all suits, action or proceedings in which buyer is
made a defendant for actual or alleged infringement of any United
States or foreign patent, trademark, copyright, and like, resulting
from the use or sale of the goods purchased hereunder seller will also
pay and discharge any and all judgments or decrees which may be
rendered in any such suit, action or proceedings against buyer if buyer
is enjoined from using the goods sold hereunder, seller shall, at
seller's expense, either procure for buyer the right to continue using
said goods purchased or modify said goods purchased to become
non-infringing, or repurchase them from buyer at the original purchase
price and the transportation, installation (if any), and all other
costs relating to the purchase thereof.
12. CANCELLATION WITH CAUSE. Buyer reserves the right to cancel this
purchase order, wholly or in part, if (1) the materials or work
specified fail to conform to the warranty as to quality, (2) seller
fails to make deliveries as specified in the purchase order or buyer's
supplemental schedules or (3) seller breaches any other term or
condition of the purchase order. Also, buyer may immediately cancel the
purchase order if any of the following occurs: (1) insolvency of
seller; (2) filing of voluntary petition in bankruptcy by seller; (3)
filing of an involuntary petition to have seller declared bankrupt
unless such petition is vacated within thirty (30) days from the date
of filing; (4) appointment of a receiver or trustee for seller unless
such appointment is vacated within thirty (30) days after the date of
such appointment; or (5) execution by seller of an assignment for the
benefit of creditors. In event of any such cancellation, buyer, without
prejudice to any other rights available to buyer for breach of
contract, shall have the right: (1) to refuse to accept delivery of
material or performance of work; (2) to return to seller any materials
already accepted and recover from seller all payments made therefore
and for freight, storage, handling and other expense incurred by buyer
and to be relieved from liability for any future payments to seller;
(3) to recover any advance payments to seller for undelivered or
returned materials or work to be performed; and (4) to purchase
elsewhere and charge seller with any resultant losses. No returned
material will be replaced without buyer's written replacement order.
13. CANCELLATION AND SUSPENSION WITHOUT CAUSE. Buyer reserves the right to
cancel the purchase order, in whole or in part, at any time, without
cause or default of seller, and to make changes in specifications of
requirements. Seller shall, upon buyer's request, immediately suspend
shipments of material and performance of work for reasonable periods.
Any extensions in times of delivery and performance, and any losses or
damages to seller resulting from such cancellations and suspensions,
shall be equitably
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adjusted between buyer and seller and the purchase order modified
accordingly. However, buyer shall not be liable for failure to accept
materials ordered or work to be performed arising from causes beyond
buyer's reasonable control, such as floods, fires, court orders,
strikes, work stoppages, or act of governmental authorities.
14. INDEMNIFICATION. If seller is required to enter premises owned, leased,
occupied by, or under the control of buyer during the performance of
services hereunder or during delivery of articles herein contemplated,
seller will indemnify and save harmless buyer, its officers, employees
and agents from all costs, loss, expense, damages, claims, suits, or
liability resulting from injury, including death, to persons or
property arising from or in any manner growing out of actions of seller
or its subcontractors, or their respective employees; and seller agrees
to maintain and require its subcontractors to maintain: (1) public
liability and property damage insurance (both general and vehicle) in
amounts satisfactory to buyer, to cover the obligations set forth
above; and (2) proper Worker's Compensation insurance covering all
employees engaged in the performance of such services and/or delivery.
Upon buyer's request, seller shall furnish to buyer certificates in
duplicate evidencing such insurance, and such certificates shall
provide that no expiration, termination or modification of the
insurance coverage shall take place without the insurance company
giving thirty (30) days prior written notice thereof to buyer.
15. REMEDIES. Remedies herein reserved to buyer shall be cumulative and
additional to any other further remedies provided in law or equity and
no waiver by buyer of a breach of any provision of the purchase order
shall constitute a waiver of any other breach, or of such provision.
16. COMPENSATING ACTS. Seller accepts exclusive liability for any and all
payroll taxes or contributions imposed by the Federal Social Security
Act, Unemployment Compensation Act, Worker's Compensation Act, or any
corresponding state law or laws with respect to individuals whose
compensation for services is paid by seller.
17. FEDERAL REGULATIONS. Unless this contract is exempted by the Rules and
Regulations of the Secretary of Labor issued pursuant to Section 201 of
Executive Order 11246, there is incorporated herein by reference
paragraphs 1-7 of the Contract Law set forth in Section 202 of the
Executive Order 11246.
18. ASSIGNMENT. Any assignment of rights or delegation of duties arising
under this purchase order, without the prior written consent of buyer,
shall be void.
19. CONFIDENTIAL. Seller shall neither disclose, advertise, nor publish the
fact that seller has contracted to furnish buyer the articles mentioned
herein, nor disclose any details connected with the purchase order to a
third party.
20. GOVERNING LAW. The rights and duties of the parties hereto shall be
determined by the laws of the State of Maryland. Any provision of the
purchase order prohibited by the
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laws of any state shall, as regards the state, be effective to the
extent of such prohibition without invalidating the remaining
provisions of the purchase order.
21. AFFIRMATIVE ACTION AND EQUAL OPPORTUNITY COMPLIANCE. Unless this
contract is exempted by the Rules and Regulations of the Secretary of
Labor issued pursuant to Section 201 of Executive Order 11246, there is
incorporated herein by reference, subsections 1-7 of Section 202 of
Executive Order 11246, and the provisions set forth at 41 C.F.R.
60-741, 5(a) and 41 C.F.R. 60-250. Vendor, by execution of this
Agreement, hereby certifies it is in full compliance with Executive
Order 11246, as amended, and 41 C.F.R. 60-250, 60-741, and that it will
remain in full compliance for the term of this Agreement.
22. ENTIRE AGREEMENT. This purchase order represents the entire agreement
between the parties and supersedes all proposals or prior agreements,
oral and written, and all other communications between the parties
relating to the subject matter of this purchase order.
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EXHIBIT III
INDEMNITY AGREEMENT
For and in consideration of the purchase or use by Marriott
International, Inc., its customers, and its and their subsidiaries, affiliates,
franchisors, licensors, licensees, successors, and assigns (hereinafter "BUYER")
of goods manufactured by or distributed by or for the undersigned, its
subsidiaries and affiliates (hereinafter "SELLER"), SELLER does hereby agree for
the express benefit of BUYER as follows:
1. FEDERAL FOOD, DRUG AND COSMETICS ACT. SELLER hereby guarantees that no
article comprising any shipment or other delivery hereafter made by
SELLER to or on the order of BUYER, is, as of the date of such purchase
or delivery, adulterated or misbranded, or unsafe, within the meaning
of the Federal Food, Drug, and Cosmetic Act, with all revisions and
amendments pertaining thereto (including the Pesticide and Food
Additive Amendment of 1958) or within the meaning of any substantially
similar state or municipal law, or is an article which may not under
any federal, state or municipal law be introduced into interstate or
intrastate commerce.
2. WARRANTY. SELLER warrants to BUYER that the goods to be supplied under
this Agreement are fit and sufficient for the purpose intended; that
they are merchantable, of good quality, and free from defects, whether
patent or latent, in material or workmanship; that it has good title to
the goods supplied; that the goods are free and clear of all liens and
encumbrances; and that any services rendered by SELLER shall be
performed in a professional and workmanlike manner in conformity with
applicable federal and state laws and the highest standards of quality
in the industry and in a manner so as to ensure the safety of all
persons and the preservation of property. The foregoing warranties
shall be in addition to all other warranties made by SELLER, express or
implied.
3. INDEMNITY. SELLER hereby agrees to indemnify, defend, and hold BUYER
harmless from and against any claim, demand, cause of action,
liability, loss, damage, cost, or expense which directly or indirectly
arises out of or is in any way associated with (a) a breach of the
guaranty or warranty set forth above, or (b) any goods heretofore or
hereafter received by BUYER from SELLER, including the sale, delivery,
and use thereof, to the extent not due to the sole negligence of BUYER.
4. COSTS AND EXPENSES. SELLER further agrees to pay all costs and
expenses, including reasonable attorneys' fees, which may be incurred
by BUYER in enforcing any of the covenants and agreements of this
indemnification.
5. INSURANCE. SELLER shall, at all times, maintain commercial general
liability insurance, including premises, operations, products and
contractual liability, with a combined single limit of not less than
Five Million Dollars ($5,000,000.00) per occurrence for personal injury
and property damage. This insurance shall name BUYER as an additional
insured under an "Additional Insured Vendors" endorsement, shall be
primary over any insurance maintained by BUYER, and shall provide that
BUYER will be given at least thirty (30) days prior written notice of
any cancellation or reduction in coverage. Upon execution of
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this Agreement, and annually thereafter, SELLER shall provide BUYER
with a Certificate of Insurance evidencing the coverages herein
required, and identifying the "Certificate Holder" as Marriott
International, Inc., Dept. 000.00, Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000.
6. CONTINUING AGREEMENT. This is a continuing Agreement, subject to
revocation only after receipt by BUYER of prior written notice of
intent to revoke effective as of a certain stated future date.
Agreed to this day of , 19 .
--- ------- --
SELLER:
--------------------------------
By:
------------------------------------
Title:
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EXHIBIT IV
MARRIOTT INTERNATIONAL, INC.
SUBJECT: LABELING INSTRUCTIONS
A. Every shipping label must:
1. Have letters at least 3/8" high, the larger the better.
2. Notate your company name and shipping address.
3. Notate the Marriott receiving location and complete address.
4. Notate the Marriott Purchase Order Number. (Note: This number must
also be notated on your Bills of Lading or airway bills).
5. Be placed on two (2) adjacent sides of your carton (if possible).
6. Be a minimum of ten (10) square inches in area, the larger the
better.
7. Be securely attached with glue or equally good adhesive.
B. Sidemark as indicated on the Purchase Order.
1. Sidemark to be printed or stenciled on two (2) adjacent sides of
every carton.
2. Letters must not be less than one inch (1") in height, the larger
the better.
3. Notation must be clear and legible, using inks or paints which are
both waterproof and capable of withstanding normal transportation
abrasion. Marking ink or paint color must provide a definite
contrast to the color of the surface being marked.
4. If you master pack, you must notate the total number of pieces by
Material I.D. Number in each carton.
C. To aid in accurate, timely reporting on material receipt at its
destination, we ask that a copy of the packing list be attached to the
shipping documents carried by the truck driver. The packing list must
be broken down by number of pieces per Marriott Purchaser Order and
Material I.D. Number.
Failure to comply with these instructions will result in a VENDOR CHARGEBACK to
your account at a labor rate of $25.00 per man hour for field identification of
items.
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EXHIBIT V
MARRIOTT INTERNATIONAL, INC.
ROUTING GUIDE
EXPEDITED SHIPMENTS:
UPS: UPS Red or Blue Label has been assigned in those cases where the UPS or RPS
ground transit is too slow for our requirements. Unless specified, UPS air
services must be approved by the buyer.
LTL: Notations on the Bill of Lading such as "HOT RUSH" and "TAILGATING
REQUESTED" can often improve performance by 24 to 48 hours. These services
are offered at no additional charge and should be requested as needed.
TL: Expedited service or team drivers may be available at a premium. Buyer
approval required.
AIR: Deferred air may result in satisfactory transit time and lower freight
charges. Buyer approval required.
GENERAL INSTRUCTIONS:
THE "MEMO BILL OF LADING" MUST BE GIVEN TO THE CARRIER AT TIME OF PICK-UP AND
F.O. NUMBER MUST BE SHOWN THEREON.
Make all shipments at full or actual value. DO NOT describe freight as released
value (RVNX).
Shipment descriptions should be consistent with the descriptions contained in
the National Motor Freight Classifications.
Tender all shipments to one destination on one day and one Bill of Lading.
Do not split orders into individual shipments without buyer approval.
24 hour notice is required before delivery. Note on your "Bill of Lading
Appointment Required before Delivery."
Truckload Shipments should be noted "Tailgate Delivery Required."
Packing list must be attached to the shipment and clearly marked.
P.O. and Material Identification Numbers must be marked on each package/carton.
Bill: Consult the Purchase Order for billing terms.
Transit Times: Vendors must be familiar with the transit times standards for
each mode of transport (e.g., LTL, TL, Air) in determining whether the routing
instructions will allow delivery by the required date.
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Delivery Dates: These instructions in no way relieve the vendor from meeting the
delivery date specified on the Purchase Order. You are encouraged to trace and
expedite delivery as needed.
EXCEPTIONS TO INSTRUCTIONS:
Failure to follow these instructions may result in chargebacks to your company.
If circumstances dictate you cannot follow these instructions, contact the
Physical Distribution Department at (000) 000-0000, or the appropriate Marriott
buyer (cited on Purchase Order) for approval.
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EXHIBIT V
MARRIOTT INTERNATIONAL, INC.
A&C DIVISION
ROUTING GUIDE
REVISED JULY 1, 1997
APPLICATION FOR ALL ORDERS WHEN MARRIOTT PAYS FREIGHT DIRECTLY TO THE CARRIER.
These routing instructions supplement the instructions contained on the Marriott
purchase order. Previous routing guides should be discarded.
BILLING INSTRUCTIONS:
Freight charges are to be third party billed by the carrier. Vendor must not
execute Section 7 on the Bill of Lading. Vendor must note Marriott P.O. Number
and Material I.D. Number (when applicable) on the Bill of Lading.
Please mark your Bill of Lading prepaid and note:
BILL FREIGHT CHARGES TO:
MARRIOTT INTERNATIONAL, INC.
C/O MARK VII
0000 XXXXXXX 00X
XXXXX 000
XXXXX XXXXX, XX 00000
P.O. #: ______________
STANDARD ROUTING:
RPS OR UPS
Any shipment within the size and weight restrictions as set forth by RPS or UPS
should be routed by them.
LTL OR TL
Please contact Xxxx XXX Transportation, Xxxxxxx Xxxxxx, at 800/445-2057 to route
Less Than Load and Truckload Shipments.
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EXHIBIT VI
GENERAL SPECIFICATIONS - UPHOLSTERED SEATING
REVISED 9/2/98
FRAME
Exposed wood frame shall be constructed of solid hardwoods, kiln dried to a
moisture content of 7-9%. Solid hardwoods shall be #1 common grade. Curved
frames shall use steam bent hardwood construction (or plywood in non-exposed
areas) in curved areas of frame with kiln dried hardwood frame used in all other
frame components. All frames are to be warranted for commercial use. Stretchers
shall be used, where necessary, to provide support to the legs (i.e., dining and
desk chairs). Exposed Wood frames - wood species shall be Maple or European
Beech.
FINISH
Finish shall be catalyzed lacquer or ultra violet cured finish to match approved
finish samples. All finishes are to be tested and warranted for commercial use.
JOINTS
Major joints shall be double doweled or mortise and tendon construction with
corner blocks that are screwed and glued. Metal fasteners should be used where
appropriate to ensure commercial frame strength.
SPRINGS
Sinuous wire springs shall be used in seats and backs of all seating. Seat
springs shall be 8 gauge, back springs shall be 11 gauge. Springs shall be
attached using steel clips. Seat springs shall be covered with a steel wire
flexolator or equal product. Springs shall be of sufficient number to ensure
even weight distribution during use. Seat decking (not self deck) shall be used.
A woven synthetic material shall be used to cover back springs with foam applied
on top. Springs shall be of sufficient quality to retain 95% memory for five (5)
years.
FOAM
All foam used for seat cushions shall be a minimum 1.8 density, ILD 22-26. Foam
used for the backs shall be a minimum of 1.5 density, ILD 15. All foam shall
pass the requirements of California Bulletin 117. Foam shall be covered in one
inch layer of Dacron Batting. Foam shall be of sufficient quality to retain 85%
memory for five (5) years.
SEATS
Desk/dining chairs - seat may be constructed using one of the three following
methods:
1. Solid hardwood plywood with foam padding (1.8 density, 22-26 ILD)
covered by Xxxxxx batting and fabric.
17
2. Cut out plywood with synthetic webbing covered with foam, batting
and fabric. Webbing shall be of sufficient quality to retain 95%
memory for five (5) years.
3. Sinuous wire springs covered with foam, batting and fabric. Note:
pressboard/ fiberboard/flakeboard is not acceptable.
SEAMS
Seams are to be of sufficient depth and stitches to be of sufficient number per
inch to prevent seam slippage. Thread used in stitching is to be of sufficient
quality for contract use. Seating supplier shall test fabrics for seam slippage
prior to production sewing.
ARMS
Inside arms shall be reinforced with a cardboard or a synthetic woven fabric
padded with one inch of foam. Outside arms shall be covered with synthetic woven
fabric covered by fabric.
OUTBACK
Shall be microfoam padded and covered with fabric.
SLEEPER
Contract quality sleeper mechanism shall be used. The approved mechanism shall
be Xxxxxxx & Xxxxx Classic 3500 with anti-tilt mechanism. Alternate products
must be submitted with detailed specifications, and approved, prior to use.
Mechanism shall have operating instruction label in English and Spanish
permanently applied to the webbing.
MATTRESS
DIMENSIONS: 36"Wx72"Lx5"H Coil Count: (184 coils)
DIMENSIONS: 40"Wx72"Lx5"H Coil Count: (207 coils)
DIMENSIONS: 48"Wx72"Lx5"H Coil Count: (253 coils)
DIMENSIONS: 52"Wx72"Lx5"H Coil Count: (253 coils)
DIMENSIONS: 60"Wx72"Lx5"H Coil Count: (299 coils)
Ticking - Top and Sides - Beige, Fire Retardant Cover
TOP QUILTING: FOAM 1/2" THICK, CA117, 1.3 DENSITY 30 LB COMPRESSION
Top Pad/Insulator: 2 oz synthetic
Toper: FOAM 1" THICK 1.3 DENSITY, 18 LB COMPRESSION
Corner padding: MINIMUM 3 1/2" foam, 2 PER CORNER.
Sideborder Quilting: .25" foam, 1/2" thick, 30 lb. compression.
Springs: 3 1/2", 13 gauge
Bottom Padding: 1/4" thick batting pad
Bottom Filler Cloth
Note: All foam meets CA 117
Ties: Two - for attachment to spring decks.
18
Top deck assembly is ring stapled to every other coil spring on sides and ends
for frequent folding in contract use.
GLIDES
Plastic only
FABRICS
Fabrics specified by Marriott are to be supplied by seating supplier. Seating
supplier is to ensure that all proposed fabrics are suitable for contract
upholstery and meets the Marriott ACT Standards, attached. All exceptions must
be approved in writing by Marriott.
FINISHING AND FIRE CODE REQUIREMENTS
Seating supplier shall have the ability to finish, or have finished, fabrics as
selected by Marriott International. These finishes include, but are not limited
to, water and soil, CA 117, acrylic or latex backing and lamination.
Supplier shall have the ability to supply seating to meet fire codes, as
provided by Marriott International. These include, but are not limited to,
California TB-133, New York Port Authority and Boston fire codes. Supplier shall
have the facilities, or access to facilities, to provide certified testing of
fire codes. All products must be labeled with said certification.
PACKAGING
All items are to be cartoned. The cost of cartoning is to be included in the
cost of goods. All items shall be wrapped in 2 ml. plastic bags prior to
cartoning. Cartoning shall meet or exceed the NMFC regulations for strength as
required for shipments via common carriers. Lounge chairs shall be packed one
per carton. Desk chairs may be packed two per carton. All cartons will be
labeled in accordance with Marriott International labeling instructions.
19
EXHIBIT VII
MARRIOTT INTERNATIONAL
ACT Specifications (Association of Contract Textiles)
ABRASION RESISTANCE
Wyzenbeck: Back -&-Forth; Martindale: Circular (#10 Duck)
Light: 15,000 Double Rubs; Heavy Duty: 20,000 Double Rubs (Marriott)
FLAMMABILITY
upholstery: CA117; Drapery: NFPA 701 Small Scale
Wall Coverings: ASTM-E84; Upholstered Seating TB-133 (CA, Boston)
COLORFASTNESS TO LIGHT
Drapery: 60 Hours, Class 4, ASTM D3691, 1974 or 16E
All others: 40 others, Class 4
WET AND DRY CROCKING
4.0 or Better, Wet or Dry
PILL
ASTMD3511, Class 5: No Pilling or Fuzzing
SEAM SLIPPAGE
Fabric Pulls apart near the seam, Warp or Fill Upholstery & Panel
Fabrics: 25 lbs.
Drapery: 15 lbs.
TENSILE STRENGTH
Upholstery: 50 lbs; Panel: 35 lbs, 25 lbs for Over 6 ounce/yd squared
Drapery and 15 lbs. For Under 6 Ounce
20
EXHIBIT VIII
[MARRIOTT LETTERHEAD]
UPHOLSTERY FABRIC SPECIFICATION
This request is submitted by
Phone ___________________________ Fax ______________________________
MARRIOTT Project Name _________________________ Number _____________
DESIGNER/FIRM ______________________________________________________
FABRIC SUPPLIER:____________________________________________________
FABRIC NAME:___________________________ COLOR:______________________
Width:___________ Ounces per yard ____________ Roll Size Range _____________
Minimum Order _____________________________ Lead Time ___________________
Repeats: Vertical ____________________ Horizontal __________________
Fiber Content:__________________________________________________________________
Backing: Yes______ Method_______________ (i.e. acrylic, etc.) No__________
TREATMENTS: FR(CA11)_________________________________________
WATER____________________________________________
DOUBLE RUBS:_______________________________________
COLOR FAST TO LIGHT_______________________________
CLEANING CODE_____________________________________ _________ Dry
SEAM SLIPPAGE:____________________________________ ____ Pounds Fill
TENSILE STRENGTH: ____ Pounds Fill
Submitted by____________________________________________________________________
Date ________________
Price - cut yards______________________________________ Expires ____________
(including all treatments shown above)
THE PRICE ON THIS PROPOSAL IS PROPRIETARY TO AND FOR PURCHASES PROVIDED BY
MARRIOTT INTERNATIONAL OR ITS AUTHORIZED AGENTS ONLY.
IN ACCORDANCE WITH MARRIOTT CONTRACT, PRICING WILL BE PROVIDED WITHIN 24 HOURS
21
EXHIBIT IX
ADDENDUM
THIS ADDENDUM, dated November 19, 1998, is between LOEWENSTEIN/XXXXXXX
("Vendor") and MARRIOTT INTERNATIONAL, INC., on behalf of its subsidiaries and
affiliates ("Marriott").
W I T N E S S E T H:
WHEREAS, Vendor and Marriott entered into a certain Agreement dated
November 19, 1998 ("Agreement") (a copy of which Agreement is attached to this
Addendum), pursuant to which Vendor will provide certain products described in
the Agreement; and
WHEREAS, Vendor and Marriott now desire to amend the Agreement.
NOW, THEREFORE, in consideration of the promises herein contained and
for other good and valuable consideration, the parties hereto agree as follows:
1. RECITALS. The parties agree that the above recitals are true and
correct and are hereby incorporated herein as though set forth in full.
2. EFFECT OF ADDENDUM. Except as specifically set forth in this
Addendum, all terms and conditions of the Agreement shall remain unmodified and
in full force and effect and shall be binding upon the parties; provided,
however, that in the event of any conflict between the provisions of the
Agreement and this Addendum, the provisions of this Addendum shall prevail.
Capitalized terms used in this Addendum and not defined herein shall have the
meaning ascribed to them in the Agreement.
3. DEFINITION OF ACCOUNTS. The products that are the subject of the
Agreement and this Addendum ("Products") may be purchased at the prices set
forth in the Agreement by Marriott approved distributors, contractors, and
customers of or facilities operated, managed, licensed, or franchised by (i)
Marriott's Lodging, Senior Living Services, or Marketplace businesses, (ii) Host
Marriott Services Corporation and its subsidiaries, and (iii) such additional
operations of Marriott or any of its licensees, franchisees, or affiliates as
Marriott may choose to add from time to time during the term of this Agreement.
4. PREFERRED VENDOR ALLOWANCE. During the term of the Agreement,
Marriott shall be entitled to participate in the preferred vendor allowance
program offered by Vendor. Vendor represents and warrants that all funds
advanced under this program are also available on a proportionally equal basis
to all customers of Vendor which compete with Marriott. Marriott agrees that
Vendor shall be a preferred supplier designated by The Marketplace by Marriott
to supply Accounts with upholstered seating that are the subject of this
Agreement, it being understood, however, that there is no guarantee by Marriott
that Accounts will not obtain these or similar products from other sources.
22
5. PAYMENT. Payment shall be made in accordance with the terms of the
Agreement. Vendor shall ensure that billing reflect all shortages and defective,
damaged, rejected, unordered, and returned Products and that a credit shall be
extended to the ordering Account for any such Products or shortages.
6. LIABILITY OF ACCOUNTS. All accounts and contract distributors shall
establish their own creditworthiness with Vendor, it being understood that
Marriott shall not be responsible for any acts or obligations of the Accounts or
contract distributors.
7. COUNTERPARTS. This Addendum may be executed in counterparts, each of
which shall be deemed an original and all of which, when taken together,
constitute one and the same instrument, binding on the parties. This signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.
8. EFFECTIVE DATE. This Addendum shall be effective as of the Effective
Date of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first set forth above.
MARRIOTT: VENDOR:
MARRIOTT INTERNATIONAL, INC.
-----------------------------------
By: By:
----------------------------------- -------------------------------
Name (printed): Xxxxx Xxxxxxxxxx Name (printed):
--------------------
23
EXHIBIT IX
ADDENDUM
THIS ADDENDUM, dated December 1, 1998, is between LOEWENSTEIN,
INC./XXXXXXX FURNITURE INDUSTRIES ("Vendor") and MARRIOTT INTERNATIONAL, INC.,
on behalf of its subsidiaries and affiliates, ("Marriott").
W I T N E S S E T H:
WHEREAS, Vendor and Marriott entered into a certain Agreement dated
December 1, 1998, ("Agreement") (a copy of which Agreement is attached to this
Addendum), pursuant to which Vendor will provide certain products described in
the Agreement; and
WHEREAS, Vendor and Marriott now desire to amend the Agreement.
NOW, THEREFORE, is consideration of the promises herein contained and
for other good and valuable consideration, the parties hereto agree as follows:
1. RECITALS. The parties agree that the above recitals are true and
correct and are hereby incorporated herein as though set forth in full.
2. EFFECT OF ADDENDUM. Except as specifically set forth in this
Addendum, all terms and conditions of the Agreement shall remain unmodified and
in full force and effect and shall be binding upon the parties; provided,
however, that in the event of any conflict between the provisions of the
Agreement and this Addendum, the provisions of this Addendum shall prevail.
Capitalized terms used to this Addendum and not defined herein shall have the
meaning ascribed to them in the Agreement.
3. DEFINITION OF ACCOUNTS. The products that are the subject of the
Agreement and this Addendum ("Products") may be purchased at the prices set
forth in the Agreement by Marriott approved distributors, contractors, and
customers of or facilities operated, managed, licensed, or franchised by (i)
Marriott's Lodging, Senior Living Services, or Marketplace businesses, (ii) Host
Marriott Services Corporation and its subsidiaries, and (iii) such additional
operations of Marriott of any of its licensees, franchisees, or affiliates as
Marriott may choose to add from time to time during the term of this Agreement.
4. PREFERRED VENDOR ALLOWANCE. During the term of the Agreement,
Marriott shall be entitled to participate in the preferred vendor allowance
program offered by Vendor. Vendor represents and warrants that all funds
advanced under this program are also available on a proportionally equal basis
to all customers of Vendor which compete with Marriott. Marriott agrees that
Vendor shall be a preferred supplier designated by The Marketplace by Marriott
to supply Accounts with upholstered seating that are the subject of this
Agreement, it being understood, however, that there is no guarantee by Marriott
that Accounts will not obtain these or similar products from other sources.
24
a. Vendor shall pay to Marriott an allowance which shall be a
percentage of the total dollar amount invoiced by Vendor to
Accounts during each calendar quarter for the term of the
Agreement.
(i) For orders which are placed by Marriott on a purchase
order similar to Exhibit II the allowance shall be
calculated as follows: three percent (3%) of the
total dollar amount invoiced by Vendor to all
Accounts up to and including an amount of twenty-one
million dollars ($21,000,000) per calendar year and
six percent (6%) of the total dollar amount invoiced
by Vendor to all Accounts which exceed twenty-one
million dollars ($21,000,000) per calendar year.
For example, if between January 1, 1999 and March 31,
1999, the Vendor invoiced the Accounts a total of
$5,000,000 dollars, Vendor would pay to Marriott an
allowance of $150,000 for the first quarter, being 3%
of $5,000,000. If between April 1, 1999 and June 30,
1999, Vendor invoice the Accounts a total of
$20,000,000, then Vendor would pay to Marriott an
allowance of $720,000, being the sum of $480,000
($16,000,000 multiplied by 3%) plus $240,000
($4,000,000 multiplied by 6%). If between July 1,
1999, and September 30, 1999, Vendor invoiced the
Accounts a total of $10,000,000, the Vendor would pay
to Marriott an allowance of $600,000, being 6% of
$10,000,000.
(ii) For orders which are placed directly by Accounts (and
not placed by Marriott on a purchase order similar to
Exhibit II), Vendor shall pay to Marriott an
allowance which shall be calculated as follows: five
percent (5%) of the total dollar amount invoiced by
Vendor to all Accounts.
b. All payments required to be made to Marriott under the
Agreement and this Addendum shall be made by check payable to
The Marketplace by Marriott, LLC, and delivered to the
following address: The Marketplace by Marriott, Marriott
Drive, Washington, DC 20058, Attn: Dept. 55/934.26 Xxxxx
Xxxxxxxxxx. Payment shall be made within thirty (30) days
after the end of each calendar quarter.
5. TERM AND TERMINATION. The Agreement shall be effective January 1,
1999, (the "Effective Date"), and shall terminate on December 31, 2001, unless
extended or earlier terminated in accordance with the terms hereof. The
Agreement may be terminated by either party for cause upon thirty (30) days'
prior written notice and by Marriott without cause upon sixty (60) days' prior
written notice. This provision supersedes all provisions regarding the term and
termination rights in the Agreement, if any.
6. PAYMENT. Payment shall be made in accordance with the terms of the
Agreement. Vendor shall ensure that xxxxxxxx reflect all shortages and
defective, damaged, rejected, unordered, and returned Products and that a credit
shall be extended to the ordering Account for any such Products or shortages.
25
7. LIABILITY OF ACCOUNTS. All Accounts and contract distributors shall
establish their own creditworthiness with Vendor, it being understood that
Marriott shall not be responsible for any act or obligations of the Accounts or
contract distributors.
8. COUNTERPARTS. This Addendum may be executed in counterparts, each of
which shall be deemed an original and all of which, when taken together,
constitute one and the same instrument, binding on the parties. This signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.
9. EFFECTIVE DATE. This Addendum shall be effective as of the Effective
Date of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first set forth above.
MARRIOTT: VENDOR:
MARRIOTT INTERNATIONAL, INC.
------------------------------------
By: /s/ Xxxxx Xxxxxxxxxx By
----------------------------------- ---------------------------------
Name (printed): Xxxxx Xxxxxxxxxx Name (printed):
---------------------
