Lavazza Harlan's Complete
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Enforcement of Rights: Customer acknowledges <strong>Lavazza</strong>’s (and its distributors’ and agents’) right to enter upon the<br />
Approved Locations at any reasonable time during regular business hours, and without prior notice, in order to inspect the<br />
Equipment, to confirm compliance with this Agreement, and to enforce their rights, including the right to repossess the<br />
Equipment, under this Agreement and any other agreement with such distributors. Customer shall be liable for all costs,<br />
including reasonable attorney’s fees, arising from, or in connection with, the enforcement of rights and the collection of<br />
amounts due hereunder or under any agreement with <strong>Lavazza</strong> distributors.<br />
Term and Termination:<br />
(a) The Term of this Agreement shall be from the Effective Date through (3 years) ___________________<br />
(b) This Agreement may be terminated: (i) immediately by <strong>Lavazza</strong> in the event of Customer’s breach of this Agreement or<br />
any other agreement with <strong>Lavazza</strong> or its authorized distributors, including, but not limited to, any failure to pay in accordance<br />
with purchase terms; or (ii) by either party on 60 days prior written notice.<br />
(c) Upon termination <strong>Lavazza</strong> shall have the right to remove the Equipment, without recourse or legal proceedings. In the<br />
event that this Agreement is terminated under (b)(i) above or by Customer under (b)(ii), at <strong>Lavazza</strong>’s election, Customer shall<br />
purchase the Equipment at the following prices: termination during Year One of the Term at 100% of Equipment value;<br />
during Year Two of the Term at 95% of Equipment value; and during Year Three of the Term at 90% of Equipment value.<br />
<strong>Lavazza</strong> Trademarks – During the Term of this Agreement, <strong>Lavazza</strong> hereby grants to the Customer a limited non-exclusive<br />
right to use the <strong>Lavazza</strong> Trademarks (LAVAZZA® and BLUE® and such logos, distinctive symbols, tradenames and slogans<br />
as may be authorized by <strong>Lavazza</strong>) solely in connection with the use of the equipment at the locations. Any marketing or<br />
other materials bearing the Trademarks shall be subject to the prior written approval of <strong>Lavazza</strong>. Upon termination of this<br />
Agreement for any reason, Customer shall immediately cease use of all such Trademarks and return or destroy all such<br />
marketing and other materials.<br />
Miscellaneous: The failure of either party to enforce or to exercise any of its rights hereunder in any particular instance shall<br />
not be construed as a waiver of such rights or as consent to any continuing or subsequent failure or breach by the other party.<br />
All notices or any other communications provided for herein shall be given in writing by overnight courier, by fax or by<br />
certified mail, return receipt requested, and shall be deemed received and effective when received if sent by courier or by fax,<br />
or five (5) calendar days after being mailed, if sent by certified mail. This Agreement is the sole agreement between the<br />
parties regarding the subject matter hereof and supersedes all prior agreements or understanding of every kind. This<br />
Agreement shall be subject to New York law. The parties consent to the exclusive jurisdiction of the state and federal courts<br />
in New York County for the resolution of any disputes hereunder.<br />
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the Effective Date.<br />
Customer:<br />
By:<br />
Name:<br />
Title:<br />
Date:<br />
<strong>Lavazza</strong> Premium Coffees Corp.<br />
By:<br />
Name: Daniel Richter<br />
Title: Head of AFH Sales, Canada<br />
Date:<br />
PHDATA 5778189_2