Page 527 - Aida Hovsepian Onboarding

4. adequately contained, packaged, and labeled in accordance with the Specifications, or if none be stated, in such manner as
reasonably may be required for identification of the Products, source, and relevant production information or as may be
needed to facilitate a recall as otherwise provided herein and to assure the protection of the Products from damage or
destruction; and
5. in the case of fungible items, of fair average quality with the description.

(vii) Materials and Workmanship. Supplier represents and warrants that the Products are and will be free from defects in
materials and workmanship.

(viii) Safety. Supplier assumes entire responsibility for the safety of all Products it supplies to the System when used for their
intended or reasonably foreseeable purposes and in accordance with Supplier's reasonable instructions.

(ix) Adulteration and Misbranding. Supplier represents and warrants that no Products and no food, drug, device, or cosmetic
constituting or being part of any shipment or other delivery of Products now or later made to the Co-op and/ or its Selected
Buyers will be: (i) adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act or within the
meaning of any applicable state or municipal laws in which the definition of adulteration and misbranding are substantially the
same as those contained in the Federal Food, Drug and Cosmetic Act; or (ii) be an item which may not, under provisions of
the Federal Food, Drug and Cosmetic Act, be introduced into interstate commerce, or which may not, under substantially
similar provision of state or municipal laws of like application.
b. Specifications Not a Warranty. The Specifications do not constitute a warranty, express or implied, by the
Servicers, the Co-op, or any Selected Buyer, against any claims. the Servicers, the Co-op, and the Selected Buyers,
and their respective employees and agents, are not responsible to Supplier in any way, as indemnitor or otherwise,
for or on account of any such claims or liability. Supplier shall ensure that any Products it manufactures pursuant to
such Specifications are non-infringing, and otherwise meet all requirements imposed by law or by this Agreement.

c. Transferability of Warranties. All of Supplier’s representations and warranties under this Agreement are
transferable to any succeeding owner or operator of the restaurant or facility where such Products are located,
used, or consumed

d. No Recovery. Supplier is not entitled to recover, under any circumstances, from the Co-op, its Selected Buyers, or
their respective employees and agents, any payments made by Supplier to service agencies, franchisees, suppliers,
contractors, or subcontractors of any kind, or to any other party, in respect to the Products.

e. Covenant of Supplier Regarding Parts and Services. If the Products are equipment, then Supplier shall provide
parts and services for such Products at reasonable and favorable rates to the Co-op, its Selected Buyers, and the
Servicers for the expected useful life of the Products after the installation of any Products purchased under this
Agreement, and upon such other reasonable and favorable terms, conditions, and performance standards as may
be appropriate, including reasonable response and problem resolution timeframes and reasonable and appropriate
credits to the Co-op, its Selected Buyers, and the Servicers if Supplier fails to meet its obligations with respect to
such parts and services. Such rates and terms will be as favorable as, the rates at and terms upon which such parts
are being offered to any other Person. If, after the expiration of all of Supplier’s obligations under this Agreement,
Supplier wishes to discontinue providing such parts and services to the Co-op, its Selected Buyers, and the
Servicers, then Supplier shall provide no less than three hundred sixty (360) days prior written notice of its intentions
to the Co-op and the Servicers, and Supplier shall, at the request of the Servicers and/ or the Co-op, provide to the
Servicers and/ or the Co-op such plans, specifications, drawings, manuals, and other information as may be
necessary for the Servicers and/ or the Co-op, or any third party, to continue to provide parts and services for the
Products purchased under this Agreement

f. Survival of Supplier’s Warranties. All of Supplier’s representations and warranties, express or implied, survive
inspection, delivery, acceptance, payment, and this Agreement’s termination.

g. Disclaimer of Certain Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE
PRODUCTS. SUPPLIER EXPRESSLY DISCLAIMS ALL SUCH OTHER REPRESENTATIONS AND
WARRANTIES.