All sales and deliveries of all Merchandise by Vendor to DEAN & DELUCA and all Purchase
Orders by DEAN & DELUCA to Vendor, will be
covered by and subject to these terms and conditions. Inconsistent terms contained
in any quotation, confirmation, shipping invoice, bill
of lading or similar document are superseded by the terms hereof.
The terms and conditions are not a Purchase Order and do not impose an obligation
upon DEAN & DELUCA or its affiliates to purchase
any part of their requirements from Vendor.
The relationship between DEAN & DELUCA and Vendor is that of an independent contractor.
Vendor agrees that it has not and shall not
hold itself out as, nor shall Vendor be deemed to be, an agent of DEAN & DELUCA.
Further, this Agreement does not create an exclusive
relationship between Vendor and DEAN & DELUCA or its affiliates.
2. MERCHANDISE
All Merchandise manufactured and supplied by Vendor (including the Merchandise's
ingredients, materials, parts, quality, appearance,
labeling, and packaging) shall exactly conform to the attributes indicated on the
Item Specification Form and the original Vendor sample
submitted to and approved by DEAN & DELUCA.
DEAN & DELUCA aims for 100% customer satisfaction. Therefore, all Merchandise received
by DEAN & DELUCA must comply with our
quality standards and be in saleable condition. All Merchandise is subject to quality
assurance and specification review by third party
audit at any time by DEAN & DELUCA at the expense of the vendor unless the vendor
can supply third party certification acceptable to
DEAN & DELUCA.
If Vendor's Merchandise fails to adhere to any of DEAN & DELUCA's quality standards,
in DEAN & DELUCA's sole discretion, DEAN &
DELUCA WILL refuse delivery without payment and Merchandise will be shipped back
to Vendor at Vendor's expense. Unacceptable
Merchandise can include, but is not limited to:
- Products not precisely conforming to specifications indicated on the Item Submission
Form and the original
sample submitted to and approved by DEAN & DELUCA
- Damaged packaging / product due to improper preparation, storage, packaging and/or
shipping
- Products received that are short-dated or have exceeded their freshness date / shelf
life
- Incorrect Products shipped to DEAN & DELUCA
- Inaccurate, missing or unscannable UPC or EAN codes
- Inaccurate or missing labeling
- Non-compliance with any State or Federal regulation
The Kansas Department of Weights & Measures prohibits DEAN & DELUCA from selling
product under its published weight, derived
from the size indicated on the Item Submission Form. DEAN & DELUCA will not accept
Vendor products 20% above the stated weight
and/or any item that is below the stated weight indicated on the Item Submission
Sheet. DEAN & DELUCA will refuse shipment of said
products without payment.
3. PRIVATE LABEL ITEMS
A DEAN & DELUCA Private Label Item bears the DEAN & DELUCA logo and is developed
by Vendor in conjunction with DEAN & DELUCA's
Merchandising Office in New York.
A DEAN & DELUCA Private Label Item produced by Vendor is considered an Exclusive
Item. Vendor is prohibited from replicating such
Items so many of the significantly differentiated features of the DEAN & DELUCA
Private Label Item for any other party such that, as
recognized by the average customer, both DEAN & DELUCA and the other party are selling
essentially the same product. And in no
event can Vendor duplicate any of the trademarks, copyrights, trade dress or other
intellectual property used by Vendor in creation of
the private label item for any purpose.
Vendor agrees that DEAN & DELUCA shall be the sole and exclusive owner and proprietor
of all rights and title in and to all recipes of
other specifications ('Recipes') developed by Vendor and all results and proceeds
of Vendor's services hereunder. The Recipes
developed by Vendor for a DEAN & DELUCA Private Label Item shall be considered a
'work made for hire' as defined by the copyright
laws of the United States. If for any reason the Recipes and/or the proceeds of
the services, or any portion thereof, are determined at
any time not to be a 'work made for hire', Vendor hereby irrevocably transfers and
assigns to DEAN & DELUCA all right, title and
interest therein, including all trade secret rights and copyrights, as well as all
renewals and extensions thereto.
Vendor further agrees that any Recipes developed by DEAN & DELUCA and provided to
Vendor for use in the manufacture of the
Merchandise shall remain the sole and exclusive property of DEAN & DELUCA and Vendor
shall not acquire any rights or interest in the
Recipes by virtue of its manufacture, sale, or shipment of the Merchandise to DEAN
& DELUCA.
All Recipes, whether created by DEAN & DELUCA and provided to Vendor or created
by Vendor, are considered 'Confidential
Information' of DEAN & DELUCA under and are subject to the terms and conditions
of, the Non-Disclosure Agreement between Vendor
and DEAN & DELUCA executed in connection herewith.
4. CATALOG AND WEBSITE ITEMS
In the event Vendor and DEAN & DELUCA agree to include a special feature about vendor
or vendor's product(s) in DEAN & DELUCA's
catering materials, website, other ecommerce channels and/or catalog, Vendor and
DEAN & DELUCA will agree on an additional
placement fee or in-kind compensation to DEAN & DELUCA before the special feature
is included.
5. PURCHASE ORDERS
Vendor may ship only against a DEAN & DELUCA issued Purchase Order. A Purchase Order
shall be considered an acceptance of any
offer to sell by Vendor for the quantity and in accordance with the specifications
set forth in such Purchase Order and these terms and
conditions.
Purchase Orders are to be confirmed upon receipt by the Vendor. Acknowledgement
of the Purchase Order, Merchandise,
Merchandise Quantities, Pricing, Delivery Date, and Shipment Tracking details should
be confirmed to:
DEAN & DELUCA PURCHASING
2402 E. 37th St. N.
Wichita, KS 67219
P: 877.215.9911 or 316.838.1255
F: 866-821-3217
Shipped Merchandise quantities that exceed the amount requested on DEAN & DELUCA's
Purchase Order will not be accepted. DEAN &
DELUCA may opt to retain the excess Merchandise at the per unit cost indicated on
the original Purchase Order. DEAN & DELUCA may
also opt to return the Merchandise to Vendor via freight collect, and Vendor agrees
to accept the returned excess items on such terms.
Product can also be disposed of by DEAN & DELUCA at Vendor's request, but DEAN &
DELUCA will not pay for the wasted product.
Under no circumstances is it DEAN & DELUCA's responsibility to find an avenue of
sale for the excess Merchandise except in DEAN &
DELUCA'S sole discretion to keep and sell such Merchandise.
DEAN & DELUCA reserves the right to cancel any outstanding Purchase Orders in the
event the Vendor violates any terms of the Vendor
Agreement.
6. PRICING & PAYMENT TERMS
Invoice payment terms begin with the date of the receipt of Merchandise by DEAN
& DELUCA. Unless otherwise indicated, DEAN &
DELUCA's payment terms are 2% discount if payment by DEAN & DELUCA is made within
15 days, or net 60 days payment. Unless
otherwise agreed to by DEAN & DELUCA, in the event any shipment is received by DEAN
& DELUCA more than one week prior to DEAN
& DELUCA's 'Deliver By' date stated on the Purchase Order, the invoice will be paid
based on that stated 'Deliver By' date.
Invoices and Packing Slips are to be sent with shipments of retail orders (this
includes both store and caf' locations). Deductions not
challenged within sixty (60) days from payment date will be deemed accepted by Vendor.
Outstanding invoices not brought to DEAN &
DELUCA's attention within six (6) months of the delivery date will not be considered
for payment. Address for accounting
correspondence:
DEAN & DELUCA Accounting
2402 E. 37th St. N.
Wichita, KS 67219
7. DOMESTIC SHIPPING TO DEAN & DELUCA
Shipping details will be indicated by DEAN & DELUCA on all Purchase Orders. Any
questions or issues about shipping should be
addressed with DEAN & DELUCA's Purchasing Office in Wichita prior to shipping. Vendor's
shipments are to be billed to a DEAN &
DELUCA shipping account, unless other shipping terms are agreed to by both parties.
The specific shipping service to be used by Vendor
will be determined by DEAN & DELUCA's Purchasing Office in Wichita and will typically
be either UPS Next Day Air Saver or UPS Ground.
Vendor should assign each Purchase Order a separate Packing Slip. Each shipment
from Vendor must include a Packing Slip that
identifies DEAN & DELUCA's Purchase Order Number, Item Descriptions, Item Numbers,
and Quantities.
Vendor is to include an Invoice with each shipment. Failure to include Invoice can
result in DEAN & DELUCA's refusing delivery without
payment and Merchandise being shipped back to Vendor at Vendor's expense.
Vendor shipments of perishable products and those with specific temperature requirements
must have that information clearly labeled
on the Bill of Lading. Merchandise damaged during shipping at the fault of the Vendor
due to improper preparation, improper storage
or inadequate packaging / insulating materials similar will result in DEAN & DELUCA
refusing delivery without payment and Merchandise
being shipped back to Vendor at Vendor's expense.
Any delivery after the stated cancel date may be rejected unless there is written
authorization from DEAN & DELUCA merchandising.
8. INTERNATIONAL SHIPPING TO DEAN & DELUCA
All Direct Import Merchandise must adhere to FDA Regulations. All product information
and labeling must be in English and follow FDA
standards.
Shipments containing low acid food products must contain FCE and SID numbers.
Proper documentation must accompany each Direct Import Shipment. The Packing Slip
and Invoice must reference the product and its
packaging (glass jar, metal tin, etc.) and Vendor's FDA Registration Number. DEAN
& DELUCA is not liable for any improper
documentation or labeling by Vendor that causes shipment to be held in US Customs.
Merchandise damaged during shipping and
deemed unacceptable will result in DEAN & DELUCA refusing delivery without payment
and Merchandise being shipped back to Vendor
at Vendor's expense.
9. PRODUCT LIABILITY & PRODUCT RECALLS
Vendor must carry Product Liability Insurance with minimum policy limits of $1,000,000
per occurrence and must furnish evidence of
such insurance to DEAN & DELUCA upon request.
Vendor is to immediately inform DEAN & DELUCA of a product recall. Vendor will produce
a letter to detail the recall and shall
indemnify, defend and hold DEAN & DELUCA harmless from any and all damages, claims,
liabilities, obligations or other costs associated
therewith.
DEAN & DELUCA will issue refunds to all Customers in cases of product recall. Vendor
will pay DEAN & DELUCA all costs incurred in this
process including shipping expenses, labor, and materials.
Recalled product remaining at DEAN & DELUCA locations will be returned to Vendor
at Vendor's expense. DEAN & DELUCA's account is
to be credited with a full refund for the returned product.
10. PENALTIES FOR COMPLIANCE FAILURE
Penalties aforementioned will be brought to the attention of the Vendor, and are
non-negotiable. All penalties will be assigned to the
invoice corresponding to said shipment. If penalties exceed the amount of the invoice,
additional credits will be applied by DEAN &
DELUCA to other Vendor invoices.