Exhibit
10.74
US FOODSERVICE ™
MASTER DISTRIBUTOR
AGREEMENT
FOR
RUBIO’S RESTAURANTS, INC.
MASTER DISTRIBUTOR AGREEMENT
THIS
AGREEMENT (hereinafter “Agreement”), is made
on
Jan. 28 ,
2008, by and between U.S. Foodservice, Inc., on its own behalf and
on behalf of its subsidiaries (hereinafter, “USF”) and
Rubio’s Restaurants, Inc., a Delaware corporation
(hereinafter, “Customer” or
“Rubio’s”).
RECITALS
| A. |
Customer
is the owner, operator, agent, or manager of certain facilities
operating under the
Customer’s corporate name, “Rubio’s Restaurants";
and
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|
B.
|
Customer desires to designate a Master Distributor to perform a
substantial portion of the purchasing, warehousing, and
distribution functions for food and related non-food products for
Rubio’s; and
|
|
C. |
USF carries or is willing to carry certain products required by
Customer; and
|
|
D.
|
USF desires to perform the functions of purchasing, warehousing,
and distributing certain products for and to Customer.
|
AGREEMENT
NOW, THEREFORE, in consideration of the agreements and promises
herein contained, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as
follows:
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1.
|
SUBJECT MATTER OF AGREEMENT
. Customer hereby appoints USF as its Master Distributor and USF
hereby accepts such appointment. In connection therewith, Customer
agrees to purchase from USF, and USF agrees to purchase, warehouse,
sell and distribute to Customer certain products in accordance with
the terms and conditions contained herein. A summary of program
assumptions (“Assumptions”) used to create the Master
Distribution Program as described herein and a list of Customer
units to be serviced by USF are outlined on
Attachment A
.
The service benefits defined for this program are automatically
extended within the normal geographic distribution area of any USF
distribution center outlined in
Attachment A
, provided all parameters and requirements of the program are met.
The Assumptions are merely assumptions and good faith estimates
used for establishment of the distribution program described in
this Agreement and are not to be construed in any way as
commitments by Customer.
|
| |
a.
|
Product Categories
. USF shall supply Customer with items ordered by Customer which
are within the categories of products listed below, and such
additional categories of products as the parties may agree to in
writing (collectively, “Specified Products”). With
respect to the categories of products to be distributed to
Customer, USF offers a wide variety of Exclusive Brand Products
that offer quality and value and are marketed
under trademarks owned or licensed by USF or its affiliates
.
|
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b.
|
Specified Products
. USF will maintain an appropriate inventory of all Specified
Products, including proprietary products as defined below, under
the following conditions:
|
| |
i.
|
Customer purchases from USF a minimum of
*
**
cases per week or *** turns per year, per Distribution
Center.
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ii.
|
A minimum of *** days written notice is required for new products
to be brought into USF inventory from new vendors and *** days
notice from existing vendors,
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iii.
|
Customer will notify USF at least *** days in advance of special
promotions that may cause unusual or excessive demand on inventory.
Any product brought into USF inventory to address Customer unusual
or excessive demand shall, in all events, be the responsibility of
the ordering entity if USF buyers follow projected estimates of
Customer.
|
| |
iv.
|
If USF does not presently transact business with a supplier/packer
designated by Customer, a written
procurement agreement, which contains USF's standard
representations, warranties and insurance requirements, from such
supplier/packer is required before any product is brought into USF
inventory. Customer shall use commercially reasonable efforts to
assist USF, upon USF's request, in obtaining such an
agreement.
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v.
|
Subject to the requirements set forth herein, Customer’s
national contracts with manufacturers and manufacturer
representatives will be honored by USF. As more specifically set
forth in Section 4(g) below, under no
circumstances will USF implement manufacturer deviated pricing
without written confirmation from the specific manufacturer.
If Customer has contracts with a given manufacturer for products
not stocked by USF, Customer will give consideration to similar
products stocked by USF, provided that the stocking manufacturer
will equalize the pricing. Notwithstanding the foregoing, when the
price of products has been negotiated directly between Customer and
vendors, such vendors may attempt to place specific performance
parameters on USF. These may include, but are not limited to,
payment terms, purchase quantity minimums, pick-up minimums and
reporting requirements. As USF must manage its own negotiations
with vendors to control inventories, warehouse and receiving
efficiencies, USF will not accept, and shall in no event be
required to accept, such conditions established by
Customer-specified vendors. However USF welcomes the opportunity to
work with Customer’s manufacturers to negotiate terms for
mutual value. USF retains exclusive responsibility for all in-bound
logistics.
|
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
| |
c.
|
Proprietary Products
. For purposes of this Agreement, “proprietary
products” are products that USF has in inventory, in transit
or for which non-cancelable orders have been placed, that have been
purchased, transferred or consigned for Customer account, including
without limitation, special order products, test products, menu
special products, seasonal products, Customer label and
non-Customer label products and other products brought into stock
especially to service Customer account, including requests from
Customer units.
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i.
|
USF
recognizes Customer need to differentiate, among other things, in
theme, menu and products. While it is USF’s desire to support
Customer needs in the product area, the combination of warehouse
capacity restraints, freight scheduling, receiving dock congestion
and other issues requires USF to charge the following for any
proprietary products beyond those items set forth below, carried
for Customer account:
|
|
Category
|
#
of Slots
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Dry
|
*
**
|
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Frozen
|
***
|
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Refrigerated
|
***
|
Any
changes to the number of slots shall be mutually agreed upon
by the parties. Slot requirements greater than those listed
above will be subject to an additional *** markup at
USF’s sole discretion. USF will allow *** days to reduce
the number of slots as needed in each category to comply prior
to imposing any additional markup.
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ii.
|
Customer will be responsible for the disposition of proprietary
products showing no movement for *** days (“Dead
Inventory”) and all costs related thereto, including, without
limitation, re-stocking and freight charges. If such Dead Inventory
is not distributed within *** days thereafter, USF will be
reimbursed for any loss on the cost of said product that is
returned to vendors or disposed of in any manner other than
distribution through normal channels. If said product is
distributed through normal channels, the normal mark-up will apply.
Customer will be responsible for re-stocking and freight
charges. If
Dead Inventory is not disposed of within *** days after becoming
such, USF will move the Dead Inventory to outside storage, with the
cost of the outside storage being the responsibility of
Customer.
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iii.
|
USF will notify Customer of proprietary products moving less than
*** per week (“Slow Inventory”). Customer shall have
*** days to increase movement of such Slow Inventory to *** per
week. If such movement does not occur, USF may discontinue the
stocking of such Slow Inventory, after existing inventory is
depleted, and Customer may use an alternative item stocked by USF
or consider an alternative procurement option (e.g. Next Day
Gourmet, direct shipping from manufacturer, special order status,
etc.).
|
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
| |
iv.
|
In the event this Agreement is terminated for any reason, Customer
will remain liable for proprietary products purchased at its
direction. In such instance, that Customer agrees to purchase, or
cause a third party to purchase, at full selling price, including
the applicable category mark-up and any additional surcharges
incurred by USF, all proprietary products. The pick-up of these
products, either by Customer or a third party (acceptable to USF)
at Rubio’s direction, shall be within
*
**
days of termination for all frozen and refrigerated products and
within *** days of termination date for all other products.
Customer assumes responsibility for full payment to USF for all
such products. Payment must be received by USF within *** days of
Agreement termination. USF may, at its option, elect to subtract
payment from credits or allowance payments due to Customer from
USF. In the event such product is not removed from USF within the
prescribed time frames, Customer understands and agrees that USF
will dispose of such products and Customer will be responsible for
the full payment for such product as stated above.
|
Customer will be required to complete the New Product/Special Order
Notification and Agreement (or equivalent) attached hereto
as
Attachment B
for all proprietary products.
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d.
|
Substitutions
. In the event a Specified Product is out of stock or otherwise
cannot be delivered to Customer as ordered, the following
procedures shall be followed:
|
| |
i.
|
A Designated Substitute Product shall be delivered to Customer. A
Designated Substitute Product is a product identified by
Customer’s designated representative as a permissible
substitution for a Specified Product.
|
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ii.
|
In the event there is not a Designated Substitute Product for the
Specified Product ordered (or the Designated Substitute Product is
unavailable), a product of like or greater quality will be
delivered. Only if a Designated Substitute Product or a product of
like or greater quality cannot be delivered and upon prior consent
from Rubio’s, will a product of lesser quality be
delivered.
|
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iii.
|
In the event of any substitutions, USF shall promptly contact
Customer and advise Customer of the substitutions. Any
substitutions other than a Designated Substitute Product shall only
be made with the prior approval of Customer.
|
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
| |
iv.
|
All substitutions (or replacement products) will be priced in
accordance with their applicable category markup percentage. On
Designated Substitute Products or other specific substitutions,
both USF and Rubio’s will agree on the price, before the
substitution is shipped.
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e.
|
Title and Risk of Loss
. Unless
otherwise agreed by the parties in writing, title and risk of loss
to all products ordered on behalf of Customer shall pass upon
delivery to the receiving dock of Customer, subject to rejection of
certain items by notation on the invoice or notification by
Customer to USF in accordance with the terms of this Section 2(e).
All deliveries may be checked in jointly by the driver of the
delivery vehicle and an authorized representative of Customer, both
of whom shall note on the invoice any shortages and damaged or
rejected products. Customer shall have
*
** hours
from the time of delivery to notify USF (i) of any concealed damage
or rejected products or (ii) with respect to products not jointly
checked in, to note any shortages, damages, or rejected products;
provided, however, Customer's rights to notify USF and return any
such product shall be subject to properly maintaining, storing and
segregating products in a manner that ensures that non-damaged and
non-rejected products are viable for resale. USF shall ensure that
all billings reflect all shortages and damaged or rejected products
noted on the invoice. Customer shall make mutually acceptable
arrangements through the applicable USF order department for any
products to be returned to USF. USF shall issue a receipt to
Customer for any products picked up for return to ensure that
Customer receives a proper credit therefore. Notwithstanding the
foregoing, Customer may not return any refrigerated ready to eat
products, unless such products were delivered to Customer in error
as a result of USF’s negligence or willful
misconduct.
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3.
|
SERVICE ARRANGEMENTS
. Order, delivery and credit memo procedures have been included
as
Attachment C
hereto which is made a part hereof.
|
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a.
|
Deliveries.
While
USF’s goal is to accommodate Customer needs and preferences
regarding delivery days and hours, the pricing of this Agreement
and/or certain market transportation conditions may dictate
USF’s need to route deliveries for utmost efficiency. As
such, while USF will review Customer’s delivery preference,
USF reserves the option to assign specific delivery days and/or
maintain open delivery windows to Customer’s locations. All
such delivery designations shall be reviewed with Customer prior to
the initiation of the program. USF agrees not to make deliveries at
any stores between *** .
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b.
|
On-Line Electronic Order Entry System
. The financial evaluation of this Agreement included the
efficiencies that Customer’s use of USF’s electronic
ordering system, such as the USF web based ordering system or
Tranzmit, the USF desktop software ordering system, will provide to
USF. USF’s order entry system provides complete order
information, including confirmation. Wherever possible, USF
encourages its Customers to use electronic means of ordering. The
USF website will provide the Customer with real time visibility to
Customer's standard Order Guide, the ability to order online,
information on outstanding orders and historical information on
past purchases. Additionally, the website allows users to search
the USF catalog of products and gain access to real time pricing of
items even those not on Customer's Order Guide. USF agrees that it
will, at the direction of Rubio’s, block access to
non-approved items or limit access to items on the Rubio’s
Order Guide for Customer Restaurants and Participating Franchisees.
USF agrees to provide to Customer at no additional charge use of
the company's Internet based order entry system. However, requests
to integrate USF's Internet infrastructure to Customer's own or 3rd
party provided ordering system may carry additional charges not
covered in this Agreement.
|
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
While it is a necessary economic component of this Agreement, USF
recognizes that a transition period to begin ordering
electronically may be necessary. Therefore, during the first
*
**
days of Customer purchasing under this Agreement, Customer may
place orders using the Customer Service Department of the USF
distribution center(s) assigned to service Customer’s units
without any additional charge. After the initial *** day purchasing
period has elapsed, all orders placed to USF by Customer outside of
the electronic ordering system will be assessed a charge of $ ***
per invoice, except in the event that the electronic ordering
system is not functioning properly.
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c.
|
Order/Delivery Schedule
. A next day or skip-day order delivery schedule will be mutually
determined to achieve optimum service levels.
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d. |
Special Arrangements .
Should Customer request the use of a “loaner” truck,
USF will
make every attempt to accommodate supplying a truck for special
occasions. The price associated with use of the truck, the
condition of the truck and driver wages will be the responsibility
of the Customer. Customer will be required to sign a hold harmless
agreement (in a form prescribed by USF) prior to its use of the
truck.
|
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e. |
Split Case Surcharge .
To help defray additional handling expenses and increased
damage
loss experience, USF, in its sole discretion, may choose to make
available products sold in units less than manufacturer’s
standard containers, and will upcharge an additional $ *** per
unit.
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f. |
Restocking Fee .
USF may, at its option, agree to accept product returns from
Customer
for reasons other than USF delivery error. Such product must be
unopened, full case non-perishable product, in good condition with
adequate shelf life remaining to allow for resale. To defray
USF’s additional handling expenses for the return of such
products, USF reserves the right to charge a restocking fee of ***
of the selling price. Customer returns of certain products,
including but not limited to, seasonal, special order, discontinued
or promotional products will not be accepted unless Customer or the
vendor of such products agree to reimburse USF for selling price
and other expenses involved.
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***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
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g.
|
Average Case Size Requirements .
If, and to the extent, the case
size
of any proprietary product increases the current case size of such
proprietary product, if any, USF shall have the right, upon ten
(10) days prior written notice to Customer, to increase the markup
or margin in an amount mutually agreed by Customer and USF
sufficient to compensate USF for the loss in revenue resulting from
such increase.
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4.
PRICING STRUCTURE
.
| |
a.
|
Price
. The unit price of product to Customer shall equal USF’s
delivered price (as hereinafter defined) plus the mark-up as
outlined below
less discounts or allowances shown on the face of the
invoice (such
discounts or allowances to mean manufacturer generated discounts or
allowances on particular items for set periods of time and which
are specifically to be passed on to the Customer).
Except for Exclusive Brand Products, USF’s delivered
price
is defined as (A) where product price includes freight to USF's
distribution center, the invoice price to USF's distribution center
from a manufacturer, supplier, packer, broker, USF business unit or
affiliate, or any other vendor (collectively “manufacturer or
Supplier”); or (B) f.o.b. unit price reflected on the
purchase order to USF's distribution center from a manufacturer or
supplier plus standard freight (as hereinafter defined) to USF's
distribution center. USF may negotiate or set invoice prices with
its manufacturers or suppliers provided that such prices shall
apply consistently to all Customers which are serviced by the same
USF division. For Exclusive Brand products,
*
** .
The invoice price or price list that serves as the basis for
calculating delivered price may include Earned Income (as defined
in Section 4(h) below) and shall not be adjusted for, and Customer
shall not be entitled to, Earned Income, promotional allowances,
cash discounts, prompt pay discounts, growth programs or any other
supplier payments payable to USF.
Once Customer has established (and USF has agreed to honor) vendor
deviated pricing arrangements pursuant to the terms herein, USF
will not negotiate the invoice price (other than with respect to
the mark-up and freight) for such items. Unless in-bound freight is
included in vendor’s delivered pricing, standard freight
charges will be based on market conditions and will not exceed the
freight rate normally payable by the USF distribution center for
inbound shipments of regular quantity requirements of such
products. Freight charges may include common or contract carrier
charges by the product vendor or a carrier, and/or charges billed
by USF for its freight management service. It
is expressly acknowledged and agreed that USF may manage freight
and earn income from its freight management activities, provided
that the delivered price shall not exceed the f.o.b. unit price
plus standard freight price normally payable by the USF
distribution center for inbound shipments of regular quantity
requirements of such products that would have been paid had freight
not been managed.
For Proprietary Products, Rubio's and USF agree to work together on
inbound freight opportunities that will optimize the inbound price
of such items by mutually working with Rubio's suppliers to make
inbound freight more cost effective for both parties.
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***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
|
b. |
Price Structure
. The price structure mark-up for this Agreement on the following
product categories shall be:
|
MARK-UP (Per Case)
|
USF
Corona*
|
|
|
USF Phoenix*
|
$ ***
|
|
USF Denver/SLC*
|
$ ***
|
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USF San Francisco**
|
$ ***
|
Exceptions to Above :
Chemical
and Coca Cola contracts, and pricing to be determined
separately.
The
above pricing structure was generated on the basis of system
wide average deliveries of $ ***. The minimum delivery
requirements under the terms of this agreement will be $ ***.
Any delivery less than $ *** will be subject to a $ ***
distribution fee plus the normal markups. These minimum
deliveries are subject to the following exceptions: new store
openings (first *** days); initial contractor deliveries (i.e.
coke syrup for fountain set-up; towel and TP dispensers,
etc.); and any off-cycle due to weather, USFS mistakes, and
delivery interruption not attributable to
Rubio's.
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c.
|
Price Guarantees and Adjustments
. Pricing will be guaranteed for *** . Exceptions to monthly
pricing will include eggs, dairy, fresh produce, oil and oil based
products, seafood, meat, poultry and other items mutually deemed as
commodity in nature, which will be priced *** and not controlled by
contract. USF
shall have the right to immediately adjust the sales price of any
Specified Products if the replacement delivered price of such
products increases by *** or more of USF's delivered price, in
which case the sales price shall be re-established by applying the
applicable mark-up amount to the increased delivered price.
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d.
|
Fuel Adjustment .
Customer shall pay a fuel surcharge, if applicable, in accordance
with the chart set forth below. The base fuel price is $ *** per
gallon. The "weekly retail on highway diesel" national average fuel
price will be monitored using the EIA weekly report, which can be
accessed at
http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp
.
An adjustment to the fuel surcharge will be made based on a monthly
review (the "Review Period") of the diesel fuel price. The
surcharge shall be based on the average diesel fuel price from the
preceding 4-week period (5-weeks in one month per quarter) (the
"Indexed Fuel Price"), and implemented at the beginning of each
calendar month. The fuel surcharge may be increased or decreased
according to the chart set forth below. Adjustments will be applied
or removed as of each Review Period.
|
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
|
Index Fuel Price
|
|
Surcharge Per Delivery
|
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*
**
|
|
***
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e. |
Incentives
The pricing proposal is based on current metrics for delivery sizes
and frequency and product specifications as outlined in Attachment
A. USF will pass through savings to Rubio’s for improved
distribution metrics in the following areas:
|
i.
Delivery Size Incentive: To
encourage Customer to improve operational efficiency, Customer will
be entitled to receive an incentive based upon the following
performance schedule:
Average Delivery Size Per Quarter
Quarterly Incentive to Rubio’s
***
Average
delivery size will be calculated based upon quarterly
completed net purchases (gross purchases net of
rejected
or returned product, pricing credits, purchases related to
"will calls" (or other Customer pick-ups) and any applicable
rebate payments made during the incentive period) divided
by the
number of d eliveries
by routed trailer. "Will calls" will not qualify for
consideration as a delivery. For purposes of computing average
delivery size, any delivery made by USF solely due to USF's
error shall not be counted as a delivery. Delivery size and
the number of deliveries shall be measured separately for each
Customer unit (unless otherwise agreed to by USF and
Customer).
The
incentive payment amount will be calculated by multiplying the
applicable incentive rate by the completed net purchases for
each Customer unit for the respective incentive period (after
taking into account the exclusions and limitations described
in the preceding paragraph and below) and will be paid by
check within 30 days following the close of the respective
incentive period. Notwithstanding anything to the contrary set
forth herein, the incentive payment calculation shall exclude
products where the price USF must charge Customer is specified
in a national
agreement between USF and a vendor (e.g., Ecolab, Coke and
Pepsi) .
Such excluded products will, however, be included when
computing average delivery size and determining the applicable
incentive rate in accordance with the terms of the preceding
paragraph.
ii.
Advance
Payment Incentive :
If
Customer elects to prepay (or deposit in advance) any amounts for
Specified Products (excluding credit or debit card payments) (i.e.,
pay before the invoice date of such products), then USF will pay
Customer an incentive amount
based
upon *** of such prepayment/deposit amount. The incentive will be
paid monthly and within thirty (30) days following the close of the
respective monthly
period.
Rubio's
represents and warrants that payment of the foregoing
incentives is not prohibited by law or by any contract to
which it is bound. Rubio's shall defend, indemnify and hold
harmless USF from any loss, liability or expense (including
reasonable attorney’s fees) resulting from a breach of
this representation and warranty. Any deviation from payments
voids the foregoing incentives.
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
| |
f.
|
Rounding .
To simplify pricing, receiving and inventory valuation, USF rounds
all prices with calculated penny fractions to the next highest
penny per unit of sale.
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g. |
Deviated Price Programs .
Subject to the requirements set forth in this Agreement, USF agrees
to maintain deviated pricing programs in its contract pricing
system when deviated price(s) has been negotiated directly between
Customer and vendors. USF may impose a charge upon vendors
providing deviated pricing in part to help defray additional
administrative, systems, financing and other charges incurred by
USF in handling products subject to price deviations. USF will only
maintain those deviated price programs documented by the vendor and
communicated to USF via notice on vendor letterhead, via electronic
file or by completion of a USF “Deviated Price Program”
form. The communication shall, at a minimum, contain:
|
| |
i. |
Adequate lead time of
*
** working
days prior to the month to
be implemented |
| |
ii.
|
Program
start/end dates
|
| |
iii.
|
Information
pertaining to deviated price type (delivered to distributor,
allowance, f.o.b. origin)
|
| |
iv.
|
Information
on specific products covered, including manufacturer product
code
|
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v.
|
Signature
of vendor representative authorized to offer program
|
USF
will not be responsible for collection, payment or any
reimbursement of monies due to Customer as a result of vendors
supplying inadequate information, communication received after
program start date, predated or retroactive programs. As USF
acts as an administrator regarding negotiated deviated price
programs, USF will not be held liable for any vendor omissions
or errors in maintaining the programs and all such related
recoveries shall be from the involved vendor. Upon reaching
the stated end date of a deviated pricing program, based on
the vendor documentation described above, USF’s pricing
to Customer will revert to the regular price structure as
described in Section 4 above. The vendor will be responsible
for supplying updates/extensions on existing programs based on
the description and timing set forth above.
h.
Value Added Services and Transactional Payments
.
For purposes of this Agreement, "Earned Income" means income, which
may include profit, that USF retains for its own use and generates
for and as a result of its value added services and from
transactional payments, discounts or investments, including,
without limitation, cash or prompt pay discounts and amounts earned
or charged due to competitive conditions (as determined by USF).
USF and its affiliates provide value added services such as
regional and national marketing, freight management, procurement
leverage, consolidated warehousing, quality assurance, and
performance-based product marketing. Earned income that USF retains
for value-added services includes, but is not limited to,
promotional allowances, growth programs, or any other Supplier
payment received by USF, excluding manufacturer generated discounts
or allowances on particular items for set periods of time and which
are specifically, or are otherwise, reflected in the amounts shown
on the face of the Supplier invoice and intended to be passed on to
Customer or which are designated in writing to USF to be passed on
to Customer. The delivered price shall not be adjusted for, nor
shall Customer be entitled to, monies that USF receives as Earned
Income. USF may negotiate or set the amount of Earned Income it
receives with its Suppliers.
***
Portions
of this page have been omitted pursuant to a request for
Confidential Treatment filed separately with the
Commission.
| |
5.
|
FINANCIAL
. Rubio’s
payment terms are set at
*
** Days
(which means that payment is due at the USF office *** calendar
days after the date of each invoice properly submitted via EDI).
Terms are subject to prior and ongoing corporate credit approval.
Customer shall execute a USF Customer application and
agreement, in the form prescribed by USF from time to time.
Acceptable forms of payment include cash, wire transfer or bank
draft only. USF reserves the right to require the annual submission
of audited financial statements, including a statement of cash
flow, in order to ensure continuing confirmation of the approved
payment terms. Customer shall be responsible for all financial
obligations for their respective orders placed under this
Agreement. USF
shall charge interest in accordance with the terms of the Customer
application and agreement, on all monies due beyond the agreed upon
credit terms.
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a.
|
Notwithstanding
anything contained herein or in any other agreement to the
contrary, to the extent there is any material adverse change in
Customer’s creditworthiness or financial capabilities or to
the extent Customer experiences other adverse circumstances which
affect its ability to meet the payment terms established hereunder,
USF shall have the right to immediately change the terms outlined
herein including, but not limited to, Customer’s payment
terms and service arrangements.
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b. |
Sales and Use Tax on Purchases; Exemptions Therefrom on Purchases
for Resale
or by Exempt Organizations .
Customer shall be responsible for the payment of
any
and all
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