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13. NOTICES. Any notice or communication required or permitted under this <strong>Agreement</strong> shall<br />

be sufficiently given if delivered in person or by certified delivery, return receipt requested, <strong>to</strong><br />

the addresses listed above or <strong>to</strong> such other address as one party may have furnished <strong>to</strong> the other<br />

in writing. The notice shall be deemed received when delivered or signed for, or on the third day<br />

after mailing if not signed for.<br />

14. ENTIRE AGREEMENT. This <strong>Agreement</strong> contains the entire agreement of the parties<br />

regarding the subject matter of this <strong>Agreement</strong>, and there are no other promises or conditions in<br />

any other agreement whether oral or written. This <strong>Agreement</strong> supersedes any prior written or<br />

oral agreements between the parties.<br />

15. AMENDMENT. This <strong>Agreement</strong> may be modified or amended if the amendment is made in<br />

writing and signed by both parties.<br />

16. SEVERABILITY. If any provision of this <strong>Agreement</strong> shall be held <strong>to</strong> be invalid or<br />

unenforceable for any reason, the remaining provisions shall continue <strong>to</strong> be valid and<br />

enforceable. If a c<strong>our</strong>t finds that any provision of this <strong>Agreement</strong> is invalid or unenforceable, but<br />

that by limiting such provision it would become valid and enforceable, then such provision shall<br />

be deemed <strong>to</strong> be written, construed, and enforced as so limited.<br />

17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party <strong>to</strong> enforce any<br />

provision of this <strong>Agreement</strong> shall not be construed as a waiver or limitation of that party's right<br />

<strong>to</strong> subsequently enforce and compel strict compliance with every provision of this <strong>Agreement</strong>.<br />

18. VIOLATION OF CUSTOMER’S REGULATORY REQUIREMENTS. The <strong>Supplier</strong> is<br />

responsible and liable for the compliance of the following Cus<strong>to</strong>mer’s regula<strong>to</strong>ry requirements in<br />

the country of intended use including but not limited <strong>to</strong>: CARB, 10+2 Import Security Filing,<br />

CFR1303 Lead Base Paint, Lacey Act (APHIS), California Proposition 65, SB 657 California<br />

Transparency Act, Social Compliance, Cal TB 117/ 133, Dodd-Frank Conflict Mineral, and such<br />

other regula<strong>to</strong>ry requirements as Cus<strong>to</strong>mer may identify <strong>to</strong> <strong>Supplier</strong>.<br />

The <strong>Supplier</strong> will be responsible <strong>to</strong> reimburse the Cus<strong>to</strong>mer in full for any charges, penalties, or<br />

ancillary costs associated with non-compliance <strong>to</strong> the above listed regulations and any additional<br />

regulations that may transpire between contract year signing.<br />

19. APPLICABLE LAW. This <strong>Agreement</strong> shall be governed by the <strong>Supplier</strong>’s national laws<br />

and Cus<strong>to</strong>mer’s state, federal, environmental, and social compliance laws. If there is conflict<br />

between the binding laws of the <strong>Supplier</strong> and Cus<strong>to</strong>mer, the Cus<strong>to</strong>mer’s law shall supersede.<br />

4 Doc Version<br />

12/2012

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