EXHIBIT 10.44
SUPPLY AGREEMENT II
BETWEEN
RAYTHEON COMMERCIAL LAUNDRY LLC
AND
[APPLIANCE CO.]
DATED AS OF
SEPTEMBER 10, 1997
SUPPLY AGREEMENT II
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As of the 10th day of September, 1997, Raytheon Commercial Laundry LLC,
a Delaware limited liability company, with its principal xxxxxx xx Xxxxxxx
Xxxxxx, Xxxxx, Xxxxxxxxx, 00000 (hereinafter referred to as "Buyer") and
[Appliance Co.] (hereinafter referred to as "Seller"), in consideration of the
mutual covenants contained herein and such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:
Section 1. SALE AND PURCHASE
Seller will manufacture and sell to Buyer, and Buyer will purchase from
Seller, **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
Section 2. TERM OF AGREEMENT
(a) This Agreement shall be in effect from **OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST**
(b) For purposes of this Agreement the "Expiration Date" shall mean,
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(c) In the event of non-renewal at Buyer's request, **OMITTED PURSUANT
TO CONFIDENTIAL TREATMENT REQUEST**
--------------------
** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
Section 3. PURCHASE PRICE.
(a) The unit prices of the Products shall be the prices set forth
opposite the model number on **OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST.**
(b) If the Buyer chooses to renew this Agreement in accordance with
Section 2(a), **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
Section 4. PURCHASE LIMITS
(a) Buyer shall purchase from Seller the following **OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST.**
(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
Section 5. PRICE INCREASES.
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
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Section 6. PURCHASE PROCEDURES
(a) Beginning on the Effective Date and each week thereafter, Buyer
shall provide Seller with (i) a production order (a "Production Order")
setting forth total quantities of Product by model number to be
purchased by Buyer per week **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST.**
(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
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(i) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
(ii) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
(d) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
(e) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
Section 7. SHIPMENT
(a) Shipment information and production schedules will be electronically
communicated, telephoned, or faxed to:
Buyer
Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
(b) Within twenty-four (24) hours of shipment, Seller will communicate
to Buyer a shipment notification (the "Shipment Notification"),
referencing Buyer's Production Order and citing any deviations
therefrom. Seller shall issue shipping documents and invoices billing
Buyer for Products promptly upon delivery of such Products to Buyer.
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
Section 8. DELIVERY, TITLE AND RISK OF LOSS
(a) Subject to the provisions of this Agreement, Products shall be
delivered to Buyer in accordance with instructions of Buyer submitted to
Seller from time to time. **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST.**
(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.**
Section 9. DELAYS IN DELIVERY
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(a) Time is of the essence for all deliveries pursuant to this Agreement.
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(b) If Seller does not comply with Buyer's requirements herein, Buyer may, in
addition to any other remedies which Buyer may have under the Uniform Commercial
Code or this Agreement, **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(d) Neither party shall be liable for any failure, inability or delay in
performing its obligations hereunder if such failure, inability or delay is due
to an act of God, war, explosion or sabotage, accident, casualty, Government
law, Order or Regulation. Due diligence and every reasonable effort shall be
used by each party in curing such cause and in resuming performance, such as
substitution of material sources or utilization of overtime or additional
workers. **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
Section 10. DESIGN; PRODUCT CHANGES
(a) Products manufactured by Seller for Buyer under this Agreement shall
be of Seller's design and manufacture, except for those changes
specified elsewhere herein, shall conform in quality and safety to
comparable Seller models, and shall be inspected at Seller's factory in
accordance with Seller's standard factory test procedures.
(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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(c) Samples for test purposes will be supplied to Buyer by Seller for
each new model planned for purchase by Buyer in an amount to be mutually
agreed upon by the parties. Such samples will generally lack U.L. and
other code board approvals and are not merchantable by Buyer. **OMITTED
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** Samples shall otherwise be
delivered in accordance with the same terms as govern the delivery of
Products.
(d) Buyer's prior acceptance of any prototype shall not prejudice
Buyer's right to reject said samples produced as a result of such
prototype, and Buyer shall be under no obligation to purchase Products
resulting from the acceptance of such prototypes if Buyer subsequently
rejects said samples.
(e) For new models, Seller shall prepare and supply to Buyer product
information for each model. This will include operating instructions,
care and maintenance, special safety warnings and installation
instructions. Buyer will then develop the artwork and send it to Seller
of technical review. After approval, Buyer will send negatives or disks
to Seller for the owner's manual installation instruction book (one
book). The artwork will be delivered within twenty-eight (28) days from
receipt of final changes to Seller, and Seller will print the manuals
for use in production. Within fourteen (14) days of Initial production,
Seller will deliver to Buyer ten (10) copies of the printed manual for
Buyer-required archiving.
Section 11. NEW PROPOSALS
(a) Buyer or Seller (the "Proposing Party") may, at any time, propose in
writing to the other party (the "Responding Party") additional changes
to the design, appearance, manufacture, materials, or other aspects of
production of any Product (each a "Proposal"), which proposal shall
provide a brief description of the reasons for such Proposal and the
expected benefits, including cost savings, to result from implementation
of such Proposal. **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST**
(b) Upon acceptance of any Proposal, the Seller shall follow the
procedures outlined in Section 10(c) with respect to production of
samples.
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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Section 12. TOOLING, UNIQUE MATERIALS OR EQUIPMENT
If design changes implemented pursuant to Section 10 or 11 require
specific tooling, equipment or material different from that required for
Seller's manufacture of Products for Buyer and different from that
required for manufacture of Products for sale by Seller itself or by Seller
to other customers, Seller agrees to develop tooling as required by Buyer
to achieve appropriate Product differentiation. ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST** Buyer reserves the right to review all
tooling, equipment or material and associated documentation at any time and
reserves the right to first piece article approval as may be specified by
Buyer.
Section 13. COMMERCIAL UNIQUE DESIGNS
(a) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(b) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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(d) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
Section 14. INCOMPLETE HOME DESIGNS
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
Section 15. ENGINEERING SUPPORT
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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Section 16. TOOLING, UNIQUE MATERIALS OR EQUIPMENT
If design changes implemented pursuant to Sections 15 or 16 require
specific tooling, equipment or material different from that required for
Seller's manufacture of Products for Buyer and different from that required
for manufacture of Products for sale by Seller itself or by Seller to other
customers, Seller agrees to develop tooling as required by Buyer to achieve
appropriate Product differentiation. **OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST** Buyer reserves the right to review all tooling,
equipment or material and associated documentation at any time and reserves
the right to first piece article approval as may be specified by Buyer.
Section 17. QUALITY CONTROL PLANS AND GOALS
(a) At Buyer's request, Seller shall submit its documented quality plans
(each, a "Quality Plan") for Products to Buyer for review. If Buyer
reasonably determines that any Quality Plan is not adequate to assure that
the Products will meet the quality levels specified under Section 20 hereof
("Warranty: Epidemic Failures") or Buyer's desired level of quality (which
such desired level of quality shall be commercially reasonable), the
parties agree to discuss and resolve those elements of the Quality Plan
which Buyer has determined are not adequate.
(b) At such time as the parties shall agree, and at least twice per year,
Seller and Buyer shall review and discuss Seller's written plans and
proposals regarding the improvement of the Products' quality and the likely
effect of such plans and proposals. **OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST**
Section 18. TRADEMARK
(a) The Products shall, except as otherwise provided below, bear only the
**OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** trade names and/or
trademarks. Any rights which may accrue from the use of any such trademarks
or trade names on such Products shall inure to the sole benefit of Buyer.
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(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(d) It is understood and agreed that the names and trademarks of each of
the parties hereto shall remain such party's sole and exclusive property,
and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates
thereof shall use or authorize the use of trade names or trademarks on
Products covered by this contract which are so similar to the names or
trademarks of the other party as to be likely to cause confusion of origin
or otherwise deceive the public. Upon termination or expiration of this
Agreement, each party will, upon the request of the other, execute such
documents respecting the other's trademarks as might be necessary or
desirable to fully restore to the respective parties hereto any and all
rights which might inadvertently have been lost or jeopardized as a result
of operations under this Agreement.
(e) Buyer agrees not to use any trademarks or trade names of Seller on or
in connection with the Products, nor to refer to Seller or any of its
divisions, subsidiaries or affiliates in any of Buyer's promotional
literature or in any other advertising relating to the Products. Buyer will
take all reasonable acts to discourage any use of Seller's trademarks or
trade names by any dealer or distributor in connection with Products.
(f) Anything to the contrary notwithstanding, in the event any statute,
law, rule or regulation of any of the states or other jurisdictions in
which the Products are sold requires that the name of the manufacturer of
Products be indicated or manifested thereon, such identification as is
necessary to comply with such statute, law, rule or regulation may be
placed on the Products.
(g) Seller agrees not to use any of Buyer's trademarks or trade names on or
in connection with the Products except as permitted under this Agreement,
and not to sell or dispose of any Products bearing any of Buyer's
trademarks or trade names to any one other than Buyer, unless expressly
authorized in writing by Buyer.
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Section 19. PATENTS
(a) Seller hereby represents that, to the best of its knowledge, there are
no third party patent, trade secret, or copyright rights which would be
infringed by the manufacture, use or sale of the Products to be supplied
hereunder.
(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(d) Nothing in this Agreement shall constitute or be construed as a grant
by one party to the other party of any right or license under any patent
(including any design patent or utility models) or any other proprietary
right or interest in any designs, design data, or "know-how" suggestions,
ideas or any other technical information (hereinafter collectively called
"Technical Information") disclosed by one party to the other hereunder, and
the disclosing party shall have the right, free of any claim for
compensation by the receiving party based on such disclosure, whether or
not such rights are subject to registration as identical property rights,
to patent, register, use, license, assign and alienate, in any manner
whatsoever as the disclosing party sees fit, any Technical Information
disclosed hereunder.
(e) The provisions of this Section 18 shall survive any termination of this
Agreement.
Section 20. CONFIDENTIAL INFORMATION
(a) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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(b) The parties agree that during the effectiveness of this Agreement, each
party may disclose Technical Information or other information, suggestions,
or ideas relating to the Products, or to parts thereof, or to designs or
methods of manufacture, tests, or use thereof, to the other party to be
used in the manufacture of Product. **OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(d) The execution of this Agreement or any action taken hereunder by Buyer
shall not constitute, nor in any way be construed as, an acknowledgment or
admission by Buyer of the validity or scope of any Technical Information
which may be supplied by Seller to Buyer during the term of this Agreement.
Section 21. WARRANTY: EPIDEMIC FAILURE
(a) Buyer shall be responsible for the administration and all costs
associated with Warranty; **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST**
(b) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
(c) **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST**
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(d) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(e) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(f) Notwithstanding any other provision of this Agreement, Seller
warrants that the Products and parts sold to Buyer by Seller under this
Agreement shall be of merchantable quality and shall be fit for the use
for which they were intended.
(g) The provisions of this Section 20 shall survive any termination of
this Agreement.
Section 22. REPLACEMENT PARTS
(a) Except as provided in subsection (e) ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. **
(b) General replacement parts currently in production shall be available
for delivery within a reasonable time, ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. **
(c) All replacement parts sold to Buyer for Products for the initial
term of the agreement will be invoiced ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. **
(d) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will
be packaged individually and marked according to Buyer's packing
instructions. Seller is responsible for proper identification of country
of origin in accordance with U.S. customs regulations.
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(e) Buyer may, at its discretion, place orders for replacement parts
directly with Seller's suppliers unless Seller owns the tools or
equipment which the supplier would utilize for the manufacture of such
parts. Seller shall include sufficient information on all purchased
parts to enable Buyer to purchase the part from the original supplier,
including the original supplier's name, catalog number, and a complete
electrical or functional description, if applicable, and available to
Seller.
(f) When a particular model that Buyer purchases from Seller is
discontinued, or when running changes are made to a current model,
certain parts may become obsolete to Seller's production line. For
example, this may occur when model changes require alteration of tools,
dies, jigs or fixtures with the result that some parts can no longer be
produced for replacement purposes.
(i) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(ii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all
parts which Buyer desires to order. The drawings shall include
main assemblies, subassemblies, and detail drawings together
with a list of related parts (xxxx of materials). Materials,
finishes, dimensions, tolerances, and any other special
manufacturing specifications shall be clearly indicated. Seller
shall not substitute one part for another without prior Buyer
approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare
and deliver to Buyer Product Service exploded camera ready art,
positives and/or negatives, replacement parts list, including
exploded view of the Product and parts prices and two sets of
blueprints of Product. This material shall be delivered to Buyer
ninety (90) days prior to initial production of the finished
Product. For replacement parts, Seller shall furnish Buyer with
a reproducible current replacement parts list as product
changes; and
(iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and evaluation
before final acceptance by Buyer and will be warranted as follows:
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(i) All functional parts, components, and assemblies are
guaranteed against any defects in design, material, or
workmanship, ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST ** all non-functional parts, components, and assemblies
are guaranteed against any defects in design, material, or
workmanship ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(ii) If any parts offered by Seller are defective in material or
workmanship, or do not conform to Seller's warranty, Buyer
shall have the option of:
(A) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(B) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(i) In the event of a fire, flood or other event which prevents Seller
from furnishing Buyer required proprietary parts, Seller shall permit
Buyer to have manufactured all proprietary parts or assemblies which
Buyer requires for as long as the Seller is not in a position to supply
them. In the event Seller is sold to or otherwise acquired by another
company, Seller shall require the acquiring company to assume all
obligations of Seller's company to supply replacement parts to Buyer.
Section 23. SERVICE AND SERVICE TRAINING MATERIALS
Seller shall prepare and deliver to Buyer basic information on new
models or update basic information on revised models thirty (30) days
prior to initial production of finished Product. Service training
material shall include all necessary props or complete Products required
to effectively train field service personnel. ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
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Section 24. PRODUCT CERTIFICATION AND COMPLIANCE WITH LAW
(a) Seller shall be responsible for and shall take all necessary steps
to ensure that the Products comply with all applicable laws, rules and
regulations, including all laws, rules and regulations applicable in the
country to which Seller states that the Products are currently certified
for sale.
(b) In the event Buyer makes a request to Seller and provides Seller
with the applicable federal, state or local government specifications
and requirements, or in the event any governmental agency makes such
request or otherwise so requires, Seller shall determine and advise
Buyer in writing whether the Products covered in this Agreement conform
to the government specifications and standards applicable thereto;
provided that Seller is obligated to provide such information only with
respect to Products of which the expected annual purchase hereunder
exceeds the level sufficient to cause investigation by applicable
governmental authorities.
(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(d) The review or approval by Buyer of any designs, engineering
drawings, quality control procedures, testing of any Seller processes or
equipment by Buyer, or any other aspect of the design and manufacture of
Products hereunder shall in no way relieve Seller of the responsibility
for producing Products which are of good workmanship and performance and
of merchantable quality and fit for the purpose intended.
Section 25. HAZARDOUS CONDITIONS; PRODUCT RECALL
(a) In the event that Seller or Buyer learns of any issue relating to a
potential safety hazard or unsafe condition in the Products covered by
this Agreement or is advised of such by competent authorities of any
Government having jurisdiction over such Products, it will immediately
advise the other party by the most expeditious means of communication.
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(b) In the event that any Products are found by Seller, Buyer or by any
governmental agency or court having jurisdiction to contain a defect,
serious quality or performance deficiency, or not be in compliance with
any standard or requirement so as to require or make advisable that such
Products be reworked or recalled, Seller will promptly communicate all
relevant facts to Buyer and undertake all corrective actions including
those required to meet all obligations imposed by laws, regulations, or
orders, and shall
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file all necessary papers, corrective action programs and other related
documents; provided that Buyer shall cooperate with and assist Seller in
any such filing and corrective action, and provided that nothing
contained in this section shall preclude Buyer from taking such action
as may be required of it under any such law or regulation. ** OMITTED
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
Section 26. PRODUCT LIABILITY
Seller agrees to protect, defend, ** OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST. **
Section 27. ASBESTOS, AND PCB.
Seller certifies, based on Seller's qualitative determination, that the
Products or parts thereof do not contain asbestos or PCB's at this time
and Seller will not introduce into the Products or replacement
components any parts that contain asbestos or PCB's.
Section 28. COMPLIANCE WITH LAWS.
Seller agrees to comply with the applicable provisions of any federal,
state or local law or ordinance and all orders, rules and regulations
issued thereunder. Any provisions, representations or agreements
required thereby to be included in the Agreement resulting from
execution of this Agreement are incorporated herein by reference. Seller
will, if requested, furnish any certifications of compliance required by
law or regulation.
Section 29. WORK ON OTHER PARTY'S PREMISES.
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Buyer's representative shall, upon giving Seller advance notice, have
reasonable access to Seller's premises during working hours to observe
work in progress and to perform an audit on the implementation of any
quality control requirements. The parties shall take all necessary
precautions to prevent injury to person or property during the progress
of work and shall indemnify each other and such other's successors,
assigns, agents, employees and customers against all loss which may
result in any way from any act or omission of either party, agents,
employees, or subcontractors. Performance of audits or testing of
equipment or procedures shall not relieve Seller of any responsibility
under quality requirements or warranty provisions.
Section 30. FURTHER ASSURANCES.
Buyer hereby agrees to cooperate with Seller in connection with all
matters relating to this Agreement.
Section 31. FURTHER ASSURANCES.
Buyer hereby agrees to cooperate with Seller in connection with all
matters relating to this Agreement.
Section 32. ASSIGNMENT.
Neither this Agreement, nor any of the rights or interests of Buyer or
Seller hereunder may be assigned, transferred or conveyed by operation
of law or otherwise without the prior written consent of the other
party, except to an affiliate of the transferring party or, in the case
of Seller, to any party to which all or substantially all of the assets
and businesses of Seller are also, directly or indirectly, transferred
or conveyed by operation of law at the same time.
Section 33. TERMINATION.
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
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Section 34. GOVERNING LAW.
This Agreement and the relations between the parties under it shall be
construed in accordance with the substantive law of the State of New
York. In enforcing this contract, the parties may initiate proceedings
in any appropriate jurisdiction as they deem fit. The service of any
writ or summons or any legal process in respect to any such action or
proceeding may be effected by forwarding a copy of the writ of summons
or statement of claim or other legal process by prepaid letter to the
address of the parties in the Notice provision below.
Section 35. NOTICES.
Any notice, request, consent, demand or other communication given or
required to be given under this Agreement shall be effective only if in
writing and delivered personally or mailed by first class registered or
certified mail, postage prepaid, return receipt requested, telex or
faxed, addressed to the respective addresses of the parties as follows:
Notices to Buyer:
Raytheon Commercial Laundry, LLC
Xxxxxxx Xxxxxx
Xxxxx, XX 00000
ATTN: President
Fax: (000) 000-0000
Notices to Buyer:
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
Section 36. SURVIVAL OF RIGHTS OF PARTIES.
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The termination of this Agreement shall not release either party from
any liability, obligation or agreement which, pursuant to any provision
of this Agreement, is to survive or be performed after such expiration
or termination.
Section 37. SUBJECT HEADINGS.
The subject headings of this Agreement have been placed thereon for the
convenience of the parties only and shall not be considered in any
question of interpretation or construction of this Agreement.
Section 38. WAIVER.
The failure of either party to enforce at any time or for any period of
time any provision, of this Agreement shall not be construed as a waiver
of such provision or of the right of such party thereafter to enforce
such provision.
Section 39. ENTIRE AGREEMENT.
(a) All agreements between Buyer and Seller for the sale of the Products
by Seller to Buyer shall include and be governed exclusively by the
terms and conditions set forth in this Agreement, except as the parties
may otherwise agree in writing duly executed by their respective duly
authorized representatives which expressly references this Agreement. In
case of any conflict between this Agreement and any Production Order,
purchase order, acceptance, correspondence, memorandum, or document for
or relating to the Products exchanged by Buyer and Seller during the
term of this Agreement which is not executed by duly authorized
representatives of both parties, this Agreement shall govern and
prevail. Any printed terms and conditions of any such documents shall,
in any event, be deemed deleted and shall not be binding upon the
parties.
(b) The foregoing contains the entire and only agreement between the
parties respecting the manufacture of Products and sale thereof by
Seller to Buyer and the purchase by Buyer from Seller of such Products.
All prior and collateral representations, promise or conditions in
connection with the subject matter are merged herein. Any
representation, promise or condition not incorporated herein shall not
be binding upon either party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed in duplicate as of the date first above written.
RAYTHEON COMMERCIAL LAUNDRY LLC
BY: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title: VICE PRESIDENT BUSINESS
DEVELOPMENT & SECRETARY
[APPLIANCE CO.]
BY: ** OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST. **
-----------------------------------
BY:
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