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“Inventory Report” has the meaning assigned to it in Section 4(g).
“Operators” means affiliates of the Servicers and franchisees and licensees that operate restaurants and other
outlets in the System.
“Person” means any natural person, firm, limited liability company, partnership, corporation, or other business
organization.
“Price” means the price for each Product that is mutually agreed upon between the parties and set forth in the CPS.
“Products” means all products (including food, beverages, packaging, suppliers, and equipment) or services that
Supplier is authorized, by one or both Servicers, to supply to the System for use or consumption in System
restaurants. Products include all items supplied to the Co-op and/ or its Selected Buyers by Supplier, including
those identified on the Co-op’s Central Pricing System (“CPS”).
“Proprietary Information” has the meaning assigned to it in Section 12.
“Providing Party” has the meaning assigned to it in Section 12.
“Purchase Documentation” means all evidence of a contract between the Co-op and/ or its Selected Buyers and
Supplier for the purchase and sale of Products, including any Purchase Order and any other writings (including
digital and other media, and regardless of the manner of transmission, including electronic transmission) so
construed consistent with Section 2-207 of the Uniform Commercial Code, as adopted and in effect in Missouri.
“Purchase Order” means any request made by the Co-op and/ or its Selected Buyers to the Supplier, regardless of
the form of request (including oral, written, digital, or any other media) and regardless of the manner of transmission
(including electronic transmission), for the Co-op and/ or its Selected Buyers to purchase Products from Supplier.
“Receiving Party” has the meaning assigned to it in Section 12.
“Selected Buyers” means only those Operators, Approved Distributors, subsidiaries of the Co-op and the Concept
Co-ops, and other Persons affiliated with the System authorized by the Co-op to benefit from and purchase
Products, directly or indirectly, from Supplier pursuant to this Agreement.
“Servicers” means collectively the Applebee’s Servicer and the IHOP Servicer (each individually a “Servicer”.
“Supplier Income” has the meaning assigned to it in Section 18(c).
“System” means the system of restaurants and other outlets operated under the Applebee’s Neighborhood Grill &
Bar concept and IHOP concept, and any other concepts as designated by the Servicers.
Section 2 - Term.
Term. This Agreement’s term commences as of the Effective Date and continues until termination under Section 21 (the
“Term”). Supplier’s covenants, representations, and warranties, applicable to any Products sold during the Term, survive
termination of this Agreement.
Section 3 - Authorization.
Authorization. The parties represent and warrant they have full authority to enter into and perform under this Agreement.
The individuals executing this Agreement on behalf of the parties represent and warrant they have full and complete authority
to do so, and that the parties are bound to this Agreement by the individuals’ execution of this Agreement.
Section 4 - Purchase and Sale.
a. Terms and Conditions. Supplier shall sell Products to the Co-op and/ or its Selected Buyers, as they respectively
order pursuant to this Agreement and all applicable addenda (“SSA Addenda”) executed by Supplier and the Co-op
and specifically incorporated by reference into this Agreement. This Agreement’s terms and conditions (and other