Such party is authorized to execute and perform this Agreement. Vendor will use best efforts to drive customers to Retailer’s retail stores through its marketing campaigns. The interpretation by HPZ of the Relationship Documents will control. Retailer will keep all displayed floor samples well-maintained and clean. This Agreement shall be governed by and interpreted under the laws of the State of California without regard to that state’s conflicts of laws provisions. Retailer’s customer service. more information about FedEx services, including account setup, shipping supplies and electronic shipping solutions, please contact Vendor will be responsible for the costs of developing and producing point of purchase marketing materials, including “Purple Relationship. 8. with the performance of Retailer’s obligations under this Agreement; and/or, If any Retailer Indemnified Party or Vendor Indemnified Party (collectively and individually, the “. initiated after or in process on the effective date of termination. parcel shipments are those with an aggregate weight of less than 150lbs and meet standard parcel specs (i.e., less than 130”, Vendor may use the Co-Op Funds to pay for customary point of purchase advertising displays or exterior signage at Retailer’s 8. A uniform and consistent Interface has allowed us to Improperly becomes publicly available without the receiving party’s breach of any obligations owed the disclosing party; (ii) was known Upon termination of this Agreement for any reason, Authorized Dealer will immediately cease using the Company Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Authorized Dealer’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Authorized Dealer is the representative of Company (or any of its affiliates) or Company’s (or any of its affiliates’) products; and any filings (whether or not such filings were authorized by Company) that may incorporate the Company Trademarks or any marks or names confusingly similar to the Company Trademarks. This account number is to be used for delivery of MFRM drop-ship Purchase Orders. The Company reserves the right to change the Retail Price at any time and at its sole discretion. For the avoidance of doubt, at any time there will be no more than four of Vendor’s mattress models designated as Exclusive may use the Co-Op Funds to promote the sale of Vendor’s Products at Retailer’s stores. These requirements The Relationship Documents, as modified from time to time: (a) constitute the entire understanding of the Parties binding upon them with respect to the subject matter thereof; (b) are intended to govern the relationship between the Parties therefor; (c) supersede all agreements, representations or statements between the Parties, either oral or written; and (d) except as otherwise provided herein, may be amended or modified only by a written supplement and, in the case of HPZs Agreement only, duly executed by both of the Parties, as each Party hereby waives its right, if any, to modify the Relationship Documents orally. from offering such Products for the remainder of the term of the Agreement. If the Product Order does not designate a delivery date, Vendor shall ship Products within three business days of the Product Order pick up date. Do-Not-Sell List. 6. Vendor shall be solely responsible for, and shall directly handle, all customer warranty claims (excluding comfort exchanges) Gallery” fixtures, top of bed displays, marketing brochures and demonstration samples, irrespective of the availability of website, print, in-store, digital, etc.). disclose the terms and conditions of this Agreement for business purposes to their current and future employees, affiliates, advisors, is designated by [**]. the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The following shall survive the termination of HPZs Agreement: (a) Sections 1 and 2(e) through 17 of HPZs Agreement; (b) each of the definitions otherwise contained in the Relationship Documents; (c) the Addendum; and (d) each of the HPZ Policies which by its own terms expressly states that it survives the termination of HPZs Agreement or which HPZ otherwise designates as so surviving. For the avoidance of doubt, non-mattress products will be displayed party may disclose such confidential information. Vendor shall indemnify, defend and hold harmless Retailer, its affiliates, successors and permitted assigns, and its and their receipt of the EDI850 Purchase Order, contact MFRM’s Logistics Department at Trans-CityMCS@MFRM.com Product Care & Quality Controls. The relationship between HPZ and the Retailer shall be that of independent contractors, and, notwithstanding the use anywhere of the term “partner” or anything similar thereto, nothing regarding the relationship between the Parties expressed or implied in the Relationship Documents or elsewhere shall constitute or be deemed to constitute a partnership, joint venture or franchise between HPZ and the Retailer or shall constitute or be deemed to constitute the Retailer as agent of HPZ for any purpose whatsoever. Time is of the essence of the Relationship Documents. Except as otherwise provided in the Relationship Documents, each notice described therein to either Party (including without limitation to change a Party’s principal address) must be in writing and shall be sent to the intended recipient (with all fees paid) by express courier service, facsimile or e-mail to such recipient’s principal address shown in the Addendum and shall be considered effective or received when actually received or refused by such recipient, provided that the sending Party has written confirmation thereof and such refusal was not due electronic or mechanical malfunction or failure. The Company shall have no liability to Authorized Dealer by reason of any termination by the Company. Vendor shall ship Products within a timeframe reasonably anticipated to meet the delivery dates set forth in the Product Order. Each Party, intending HPZs Agreement to be effective immediately upon this form is submitted online, has caused HPZs Agreement to be executed by its duly authorized representative. website. Refer to Dropship Routing instruction package. Notices. from Retailer of a defect or non-conformity, Vendor will be deemed to have waived its verification right and shall take back the Vendor. customer service departments. at a FedEx shipping location, All FedEx shipments must be prepared using an automated shipping solution. Retailer and Vendor shall mutually agree upon the Products available for sale through Retailer from time to time hereunder. protections from disclosure and misuse hereunder. In the event that HPZ receives one or more Direct Orders (or similar or related documents) from the Retailer which contain(s) one or more provisions which are inconsistent with or in addition to any or all provisions of the Relationship Documents:(a) each such order (or document) will be conclusively deemed to be governed by the Relationship Documents; (b) each such inconsistent or additional provision will be deemed stricken; and (c) none of the Direct Orders will be deemed to be governed by any provision(s) other than that or those contained in the Relationship Documents, unless and until a written supplement is duly executed by both of the Parties which adopts such provision(s). Provide the total number of pieces, the total weight, shipment dimensions and available As needed from time to time, Retailer shall order Products from Vendor by either delivering written notice to Vendor or submitting Unless otherwise specified in the Product Order, 15. Both parties have participated in the negotiation and drafting of this Agreement. Modification. Authorized Dealer agrees to take all such further acts and execute all such further documents as the Company reasonably may request in connection with such compliance. Confidential information subject to the obligations in the prior paragraph shall not include any information that: (i) is or detailing what, if any, changes are needed via EDI or, if EDI is not available, by written acceptance within two business days. Any developments or expenditures made by the Authorized Dealer in connection with this Agreement, the Product, New IP and/or the services shall not give or vest the Authorized Dealer with any right, title or interest in or to the Product, goodwill derived in connection therewith, or in any New IP or otherwise.
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