Page 540 - Onboarding May 2017
P. 540

4.1  Distributor Quality Program.
                     Distributor must at all times comply with DineEquity’s Distributor Quality Program, a
                     current copy of which is attached hereto as Exhibit C.  DineEquity reserves the right to
                     modify this document from time to time, but will provide Distributor written notice of any
                     modifications. Distributor will allow DineEquity or its designated third party representative
                     to conduct periodic inspections (not to exceed once annually except for cause) of the
                     Distribution Center to confirm compliance with the DineEquity Distributor Quality
                     Program.  Distributor will pay the costs and expenses of such inspections.

                              4.2  Specifications and Standards.
                     Distributor acknowledges that DineEquity, Applebee’s and/or IHOP has established
                     standards and specifications for Approved Products and Proprietary Products to be supplied
                     by Distributor to Operators under this Agreement, which standards and specifications may
                     be modified by DineEquity, Applebee’s and/or IHOP, as applicable, from time to time
                     during the Term of this Agreement.  Distributor shall not, without the prior written consent
                     of CSCS, sell or deliver any Approved Products or Proprietary Products under this
                     Agreement unless such Approved Products or Proprietary Products have been supplied by
                     an approved Supplier.


               5.0  APPROVED PRODUCTS

                              5.1  Approved Products.
                     CSCS will provide Distributor notice of Approved Products through product bulletins
                     and/or product data sheets.  In its sole discretion, DineEquity may amend the list of
                     Approved Products at any time.  CSCS will notify Distributor of such amendment through
                     updated product bulletins or product data sheets.  Such amendment will be incorporated
                     into this Agreement as of the date that Distributor receives notice from CSCS.  Distributor
                     will not substitute any products for Approved Products without DineEquity’s express
                     written permission.  Distributor will only purchase Approved Products from approved
                     Suppliers and as instructed by CSCS unless otherwise expressly permitted in writing by
                     DineEquity or CSCS, as applicable.

                              5.2  Title to Approved Products.
                     Title to the Approved Products will pass upon delivery to the Restaurant and acceptance by
                     an authorized representative of the Restaurant, subject to rejection of individual Approved
                     Products by notation on the invoice or by call in to the distributor.  If, upon unpacking the
                     Approved Product (within 24 hours of delivery), the Restaurant discovers that an Approved
                     Product does not comply with this Agreement or any applicable law or regulation, then title
                     to that Approved Product will not pass and Distributor will take appropriate actions to
                     correct the non-compliance.

                              5.3  Proprietary Products.
                     Distributor will not distribute any Proprietary Products to anyone other than the
                     Restaurants without the express written consent of DineEquity.  Distributor will only
                     purchase Proprietary Products from Suppliers specified by DineEquity unless otherwise
                     expressly permitted in writing by DineEquity.  Distributor will not substitute other products





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