GIANT EAGLE VENDOR TERMS AND CONDITIONS
Any person or entity (“Vendor”, “you”, or “your”) who desires to offer for sale its Products (as hereinafter defined) on the website and/or app known as https://shop.gianteagle.com or such other website(s), app(s) or name(s) (collectively, the “Site”), which Site is owned, operated or participated in by Giant Eagle, Inc. and its direct and indirect subsidiaries (“Giant Eagle, “we”, “us”), must accept these Vendor Terms and Conditions (this “Agreement”) with no exceptions. BY REGISTERING FOR OR OTHERWISE USING THE SITE, YOU (1) ON BEHALF OF YOURSELF, YOUR AFFILIATES, AND, IF APPLICABLE, THE ENTITY YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT; AND (2) REPRESENT AND WARRANT THAT YOU ARE EXPRESSLY AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT. This Agreement (together with any revisions as set forth in Section 15 below) comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of your general terms and conditions. Prior dealings between the parties, your general terms and conditions of sale, and other documents you provided shall not affect this Agreement. We hereby object to and shall not be bound by any oral or written agreement or other understanding, or by any change in, addition to, or waiver of any provisions hereof, unless approved in writing by an authorized representative of Giant Eagle.
BY CLICKING THE “I ACCEPT” BUTTON, YOU (1) ACKNOWLEDGE YOU HAVE ALL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE VENDOR YOU REPRESENT AND (2) ON BEHALF OF YOURSELF AND SUCH VENDOR, ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE REVISED FROM TIME TO TIME. NOTICES OF REVISIONS TO THIS AGREEMENT WILL BE SENT TO YOUR EMAIL ADDRESS ON FILE AND/OR POSTED ON THE SITE, AND YOU WILL BE REQUIRED TO CLICK “I ACCEPT” TO ACKNOWLEDGE AND AGREE TO SUCH REVISED TERMS PRIOR TO YOUR CONTINUED USE OF THE SITE. IF YOU DO NOT ACCEPT ANY TERMS OF THIS AGREEMENT, YOU DO NOT HAVE THE RIGHT TO ACCESS THE SITE.
- Product Listing and Orders:
(a) You will, in accordance with this Agreement and all applicable terms, conditions or policies provided by us (“Marketplace Terms”), provide in the requested format complete, accurate, and current Required Product Information for each product you desire to make available for sale through the Site (each a “Product”, collectively, the “Products”). In the event you modify any Required Product Information, you shall provide to us the updated version as soon as reasonably practical. The term “Required Product Information” includes the following: (i) description, including as applicable location specific availability and options, scheduling guidelines, and service cancellation policies, (ii) SKU numbers and other identifying information as we may reasonably request, (iii) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information, (iv) categorization within each product category and browse structure as prescribed by use from time to time, (v) digitized image that accurately depicts only your Product, complies with our image guidelines, and does not include any additional logos, text, or other markings, (vi) purchase price, (vii) shipping and handling charge, (viii) any text, disclaimers, warnings, notices, labels, or other content required by applicable law, rules, or regulation to be displayed in connection with the offer, merchandising, advertising, or sale of the Products, (ix) brand, (x) model, (xi) product dimensions, (xii) weight, (xiii) technical specifications, (xiv) identifying information for any accessories, (xv) state or country of origin, and (xvi) any other information we reasonably request.
(b) We may in our sole discretion, list your Products on the Site and, if listed, may promote the Products in any form we determine is reasonable in our sole discretion. In the event we use mechanisms that rate, or allow Site users to rate, your Products, we may make said ratings publicly available, without notice to you. We have no obligation to screen or remove any ratings. We provide no guarantees as to how we will promote your Products, if or where your Products will appear on the Site, or whether any (or any quantity) of your Products will sell on the Site.
(c) You authorize Giant Eagle (or its third party payment processor) to act as your agent for purposes of processing payments, refunds and adjustments with respect to any and all orders hereunder, and you agree that you are solely liable and responsible for any and all fees charged to Giant Eagle by any third party payment processor in connection with such orders. Any and all third party processor fees shall be automatically added (as a reimbursement) to the Commission (as defined below) that is due and owed to Giant Eagle hereunder with respect to each such order.
- Product Images/Information: On an ongoing basis, you will provide us, free of charge, all current Product data and information, including electronic images and any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product ("Product Information"). Product Information also includes any Product information collected by us from your website, or otherwise made available to us by you (or by a third party at your direction). You grant us a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy, display, perform, and distribute the Product Information on or in connection with any online or offline point of presence, mobile application, service or feature; (b) excerpt, reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights to third parties in connection with our programs or services (for example, to advertise your Products). You will promptly provide all information regarding safety, compliance, industry standards or testing related to your Products ("Product Safety Information") that we reasonably request. All Products and Product Information is subject to our prior approval, but our approval does not make us liable for any such Products or information or affect your obligations with respect to such Products or information, including to deliver true, accurate and complete information as required herein and by applicable laws, rules and regulations.
- a) Representations, Warranties, and Covenants; Food Safety: You represent, warrant and covenant that: (a) the Products are first quality, genuine, free from defects, merchantable and fit for their particular purpose; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned), unless you have received our prior written consent otherwise; (c) the Product Information, Product Safety Information, packaging, and labeling is true, accurate and complete, and the Products and our exercise of our license rights in this Agreement will not violate any third party's rights; (d) you will comply with all applicable laws, rules, and regulations relating to the Products (including obtaining and maintaining any permits or licenses required to manufacture, distribute, sell, export, import or otherwise deal in any Product), and the Products, Product Information, packaging, labeling, export, and import documentation (if applicable) will comply with all applicable laws, rules, and regulations; (e) the Products may be lawfully marketed, stored, sold, distributed, and disposed of without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions you disclose and we consent to in writing in advance of placement on the Site (“Approved Selling Terms”), and you will notify Giant Eagle in writing of all customer requirements that are required under applicable law, rules or regulations; (f) no Product is, or contains ingredients that are, regulated as a controlled drug or substance, or is listed as a regulated chemical; (g) no Products will be provided to us for placement on the Site that are regulated as a hazardous or dangerous product or material; and (h) the Products were produced, manufactured, assembled, and packaged in compliance with all applicable labor, wage, and hour laws and rules (including the U.S. Fair Labor Standards Act, if applicable), and no Products were produced, manufactured, assembled, or packaged by forced, prison or child labor (defined as age 15 or the minimum working age within the applicable jurisdiction, whichever is older); (i) the country of origin of the Products is not subject to U.S. or other applicable government sanctions that prohibit the importation of products from such country at the time of import or at the time you deliver the Products to us; (j) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (k) you have, and shall maintain, systems and controls in place to identify and trace all finished Products one step forward and one step back, at minimum in compliance with FDA Bioterrorism Act. For clarity, notwithstanding anything to the contrary herein, you agree to comply with all applicable regulations, regarding the manufacture, storage, repackaging, transportation and distribution of food, food products, and non-food products. Failure to comply with any of the requirements in this document may subject you to non-compliance fees and/or immediate termination of the relationship hereunder at Giant Eagle’s sole discretion.
- Sale; Fulfillment; Product Returns; Product Recalls and Safety Alerts:
(a) You acknowledge and agree that Giant Eagle is not responsible for sourcing, selling, or fulfilling any order for your Products; rather Giant Eagle is merely making available the marketplace through which you may be able to sell the Products. Giant Eagle is neither the buyer nor the seller of the Products and is not a party to any sales contract. You are the seller of record for the Products.
(b) You will do the following with respect to the Products:
(i) source, sell, fulfil, ship, and deliver your Products in accordance with this Agreement and all Approved Selling Terms approved by us and displayed on the Site at the time an order is made;
(ii) all Products must ship within two (2) days, unless otherwise agreed upon between the parties hereto. Day one begins the day the customer order is posted in the Site. Customer orders posted to the Site by noon (12:00 pm) Eastern Time, will be counted as that day’s order. Orders received after noon (12:00 pm) Eastern are considered the next business day orders. No backorders or substitutions are permitted. You will provide ship date notice to us no later than
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one (1) day following shipment of the Products. You will ensure delivery is made to the customer no later than the last date of delivery committed in connection with the order;
(iii) package each Product in accordance with commercially reasonable standards commensurate with those held in the industry at the applicable time;
(iii) retrieve from the Site order information at least once during each business day; provided that Seller’s retrieval of an order does not affect Seller’s requirement to meet or exceed the shipping service level set forth above which is based on when the customer order is placed;
(iv) provide Giant Eagle with information regarding shipment, fulfilment, and order status and tracking as reasonably requested, and we may post said information on the Site or otherwise;
(v) comply with all applicable laws, rules, and regulations relating to the sale, packaging, handling, storage, shipment, fulfilment and delivery of the Products; and
(vi) if requested by us, include with each shipment of the Products an order slip identifying yourself as the seller of the Products, and such other information we designate, such as, without limitation, your contact information, that you are the responsible party to be contacted in the event of any desired action in connection with the Products, including without limitation, complaints, returns and other issues, and/or that Products are not to be returned to us.
(c) Giant Eagle reserves the right to review and suspend seller accounts based on failing to achieve certain performance metrics established by Giant Eagle from time to time. Giant Eagle will notify or communicate with any seller who may be at risk of not attaining the Giant Eagle Marketplace performance metrics. Failure to achieve performance metrics may result in imposition (by set off or otherwise) of penalties by Giant Eagle and other rights and remedies available to Giant Eagle, including suspension or termination of a seller’s account.
(d) You are responsible for the primary processing of cancellations, returns and refunds for products sold through the shop.gianteagle.com sites in accordance with your standard cancellation, return and refund policies. You agree such policies will be no less favorable to Marketplace customers than your most favorable policies offered on your own website for such products, and you will notify us of any material changes to such policies at least 5 days prior to your implementation of such changes. Giant Eagle Customer Care is available to assist in matters related to a customer refund.
Cancellations - You are responsible for processing all customer requested order cancellations. You will make all efforts stop and/or cancel any order if requested by Giant Eagle; provided if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper.
Returns - You will assist the customer in the logistics of returning a product to your determined return sites. Any return shipping label shall be processed and provided by you directly to the customer to execute.
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Refunds - You will be responsible for all non-cash refunds (e.g., store credit, gift cards and exchanges). You will record or note in the Giant Eagle Partner Portal (currently offered through Mirakl) (the “Partner Portal”) any requests or need for a cash refund to the customer. Giant Eagle’s customer care department (“Giant Eagle Customer Care”) will confirm the cash refund requests within the Partner Portal and then process cash refunds back to the customer on your behalf. If Giant Eagle makes a cash refund to a customer for a Product returned to you, Giant Eagle, in its discretion, will obtain a refund of the payment received by you for such returned Products either (i) via offset of any amounts payable by Giant Eagle to you or (ii) by billing you for such amounts.
(e) We may, in our sole discretion, remove you and your Products from the Site for any reason, including without limitation if we determine that you are not responding to customer questions and are not responding to our questions in a prompt and professional manner, or we determine any other issue or potential issue relates to you or your Products.
(f) You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the sale, shipment, fulfillment or delivery of your Products.
(g) Giant Eagle will have no responsibility or liability for any recalls of Products sold through the Site. You are solely responsible for any non-conformity or defect in, or any public or private recall of your Products. You will promptly remove any recalled Product from the Site by notifying and cooperating with Giant Eagle. You are responsible for contacting customers that purchased the recalled Product. You are also required to notify Giant Eagle, at the following address, of all Product recalls within 24 hours of becoming aware of the recall and provide Giant Eagle with all information reasonably requested regarding the recall: Recall Coordinator Hotline: 1-888-235-4052; Recall Email: GRP_Product_Recall_Support@gianteagle.com. You will cease all sales of, and not sell any, Products subject to a recall within 24 hours of a recall decision. If any Products are the subject of a recall, you will be responsible for all matters and costs associated with the recall, including: (a) customer notification and contact; (b) all expenses and losses incurred by Giant Eagle in connection with such recall (and where applicable, any Products with which the Products subject to the recall have been packaged, consolidated or commingled), including but not limited to refunds to customers, lost profits, transportation costs, the cost to Giant Eagle for its personnel’s time, systems expenses in processing any recall, and all other costs associated therewith; and (c) initial contact and reporting of the recall to any government agency having jurisdiction over the affected Products. You will promptly inform Giant Eagle of its becoming aware of any defect in the Products that could reasonably be expected to cause damage, illness, injury or death to humans, animals, or property, or the noncompliance of the Products with any applicable law. If Giant Eagle learns of or suspects any non-conformity, defect or safety issue with respect to your Products, Giant Eagle is entitled to remove all or any portion of the Products from the Site and/or take any other action permitted under any applicable law, rule or regulation or required by any government authority.
(h) You or your designated agent will be the importer or exporter of record, as applicable, on all cross-border transfers, returns, and other shipments of Products. You will not list us as the importer or exporter on any import, export or other customs documentation, and will ensure that all cross-border transfers, Product returns and other shipments comply with all import, export, and other applicable laws, rules and regulations. As the importer and exporter of record, you or your designated agent will be responsible for payment of any taxes, duties or fees, and will be responsible for all required recordkeeping, registration, reporting, and licensing. We will incur no liability arising from any assistance we provide in preparing any documentation or otherwise.
- Vendor Defense and Indemnification: You will defend, indemnify, and hold harmless Giant Eagle, Inc., its affiliated companies, its third party service providers and their respective officers, directors, employees, and agents (the “Giant Eagle Parties”) against any third party claim, liability, loss, damage, cost or expense (including reasonable legal fees, court costs, and the cost of seeking this indemnification) (each, a “Claim”, and collectively, the “Claims”) incurred by any Giant Eagle Party arising from or relating to: (a) any death of or injury to any person, damage to any property or any other damage or loss related to any Product; (b) any Product recall or safety alert; (c) any infringement or misappropriation of any proprietary or intellectual property right (including any patent, trademark, service mark, copyright, trade dress, trade secret, confidential information, right of publicity or other right) by any Product, Product Information, or other content you provide to us; (d) your negligence or intentional misconduct; (e) your breach of this Agreement; (f) any Product-related issue for which you are strictly liable; or (g) your failure to state accurate Product Information, or to promptly provide accurate Product Safety Information upon our reasonable request. You will not consent to the entry of a judgment or settle any Claim without the Giant Eagle Parties’ prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to the Giant Eagle Parties, and the Giant Eagle Parties will cooperate in the defense at your expense. If any Giant Eagle Party reasonably determines that any Claim might have an adverse effect, that Giant Eagle Party may take control of the defense at its expense (without limiting your indemnification obligations). Your obligations under this Section are independent of your other obligations under this Agreement.
- Parity with Other Sales Channels: You will maintain parity between the products you offer through other sales channels and the Products offered on the Site by ensuring that at the date on which you offer said Products for sale on the Site and thereafter: (a) customer service is at least as responsible and available and offers at least the same level of support as the most favorable customer services offered in connection with your other sales channels; (b) the Product Information is at least the same level of quality as the highest quality information displayed on your other sales channels and services information regarding your Products; and (c) the standard base or list price for the Products, less the Fee (defined below) is no greater than the standard base or list price for the same products offered on your other online sales channels. You will use reasonable efforts to make available to Giant Eagle and notify Giant Eagle of any special offers or promotions. You agree to comply with all applicable laws related to pricing, including without limitation, laws prohibiting price gouging or taking unfair advantage of consumers during an emergency or disaster by increasing prices for essential consumer goods and services.
- Compensation to Giant Eagle:
(a) We will collect payment in full for orders upon order ship confirmation, including applicable sales and use tax. We will remit payment to you, minus applicable sales and use tax and minus a fifteen percent (15%) commission of the gross sales price, including any and all refunds, credits, and potential fees up to thirty (30) days after the order is complete. We will remit payment to you once per calendar month on the first Monday of that month.
(b) Our third party service provider will process all of your order invoices and send these invoices to us once per calendar month on the first Monday of that month.
- Management of the Site: Giant Eagle shall at all times have sole control over the Site, including without limitation the content, appearance, design, and functionality of same. Giant Eagle may at any time, in its sole discretion, re-design, modify, or otherwise alter the Site, and may restrict access to the Site or any portion thereof (which may include product listings). Giant Eagle may, at any time, in its sole discretion, require you to remove a Product from the Site. We are permitted to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit any suggestions, comments, ideas, improvements, or other feedback or materials provided to us in connection with the Site. Further, in order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information that we consider necessary or appropriate, including without limitation user contact details, IP addresses, and traffic information, usage history, and posted content.
- Limitation of Liability: WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, OR ANY OTHER THEORY OF LIABILITY) TO YOU OR ANY OTHER PERSON FOR INDIRECT DAMAGES SUCH AS COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. EXCEPT IN THE CASE OF OUR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY YOU TO US DURING THE SIX MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
- Disclaimer and Release: (a) THE SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS-IS”. YOU USE THE SITE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SITE, OR THE TRANSACTIONS OR OPERATIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OR TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING WITHOUT LIMITATION SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, OR COMPLETION OF ANY ORDER OR TRANSACTION. (b) BECAUSE GIANT EAGLE IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND YOU, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES GIANT EAGLE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
12. Insurance: You will comply with Schedule 1.
13. Confidential Information; Publicity: During the course of your use of the Site, you may
receive information relating to us or to the Site that is not known to the general public, whether or not marked as “confidential” (“Confidential Information”). You agree that (a) all Confidential Information will remain our exclusive property; (b) you and your affiliates will use Confidential Information only as is reasonably necessary for your use of the Site; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or public statement related to the Site, use our name, trademark, or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You will not, without our prior written agreement, use any trademark, service mark, commercial symbol, or other proprietary right of Giant Eagle, issue press releases or other publicity relating to Giant Eagle or this Agreement, or refer to Giant Eagle in promotional materials. If we authorize you to use any of our trademarks, you will comply with our policies related to such use, including any trademark guidelines.
(a) Taxes: We will be responsible for the collection of applicable sales and use taxes relating to the sale of any and all products (including without limitation your Products) that comprise a customer’s order on the Site and will report such sales on and remit such taxes with relevant sales and use tax returns filed by us. You shall fully and completely cooperate with us in regard to all sales and use tax requirements, including, without limitation, providing or facilitating the
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providing of resale or exemption certificates. If we pay any sales, use, value added, or similar taxes on sales of your Products that we did not collect from a customer, you will pay such taxes to us. Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and other taxes, and you are responsible for all amounts related to same related to your Products.
(b) Choice of Law; Dispute Resolution: The validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the Commonwealth of Pennsylvania (without reference to choice of law doctrine). Any legal action or proceeding instituted by either party concerning the validity, interpretation and/or enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, or related matters shall be brought exclusively in a court of competent jurisdiction in Allegheny County, Pennsylvania. All parties consent to the exclusive jurisdiction of said courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement. You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party; however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.
(d) Other: Either party may terminate this Agreement with 60 days’ prior written notice. Regardless of any termination, you will fulfill all purchase orders you accept before the effective date of termination. Section 2 (Product Images/Information), Section 3 (Representations, Warranties, and Covenants; Food Safety), Section 4 (Sale; Fulfillment; Product Returns; Product Recalls and Safety Alerts), Section 5 (Vendor Defense and Indemnification), Section 10 (Limitation of Liability); Section 11 (Disclaimer and Release), Section 12 (Insurance), Section 13 (Confidential Information; Publicity), Section 14 (Miscellaneous), and Schedule 1 (Insurance) will survive termination. You will not assign this Agreement, or any obligation or right (including any right to payment) in the Agreement, without our prior written consent. During the term of this Agreement and for 2 years after its termination, we may request and you will provide copies of your financial records reasonably necessary to verify any transactions related to this Agreement. The parties’ rights and remedies under this Agreement are cumulative. Either party’s failure to enforce any provision will not be a waiver of the party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. This Agreement incorporates, and you will, and the Products you sell to us will, comply with, the terms, conditions, policies, guidelines, rules and other information (“Program Policies”) on the Site, and any other additional terms we provide to you (“Additional Terms”), including any updates to such Program Policies or Additional Terms from time to time. To the extent there is a conflict between this Agreement, the Program Policies, any Additional Terms or a PO, the conflict will be resolved by giving precedence in the order specified in such documents, or if not specified, the following order: this Agreement, the Program Policies, the applicable Additional Terms, and the applicable PO. You may use standard business forms or other communications (such as invoices, confirmations or shipping documents), but use of these forms is for convenience only and will not alter or supersede the provisions of this Agreement, any of our Program Policies, Additional Terms, or purchase orders. Email we send to any email address you have on file with us or that you have otherwise designated will constitute notice from Giant Eagle. This Agreement, including the Program Policies and any Additional Terms, is the entire agreement between Giant Eagle and you for the subject matter set forth herein, and supersedes all prior agreements and discussions.
- Revisions; Continued Use: We reserve the right to change any of the terms of this Agreement, including the terms of any materials incorporated herein (unless otherwise specified by us in such materials), at any time and in our sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, or notice of such changes, to you at your e- mail address; or (b) posting the revised terms on the Site. You are responsible for reviewing any revised terms, and any notices of revisions. YOU WILL BE REQUIRED TO CLICK “I ACCEPT” TO ACKNOWLEDGE AND AGREE TO SUCH REVISED TERMS PRIOR TO YOUR CONTINUED USE OF THE SITE. IF YOU DO NOT ACCEPT ANY TERMS OF THIS AGREEMENT, YOU DO NOT HAVE THE RIGHT TO ACCESS THE SITE AND MUST STOP ACCEPTING PURCHASE ORDERS AND STOP USING THIS SITE AND GIVE US WRITTEN NOTICE.
GIANT EAGLE INSURANCE REQUIREMENTS
Vendor shall procure and maintain in full force and effect, and shall require its Subcontractor(s), if any, to procure and maintain, the following insurance in the amounts and with the conditions set forth:
Coverage Line Commercial General Liability
Personal and Advertising Injury, Products/Completed Operations, Medical Payments, Bodily Injury, Broad Form Property Damage, and Contractual Liability
Minimum Insurance Limits
- $5,000,000 Per Occurrence • $5,000,000 Aggregate
|Coverage Line||Coverage Requirements||Minimum Insurance Limits|
|Commercial General Liability||
Personal and Advertising Injury, Products/Completed Operations,
Medical Payments, Bodily Injury, Broad Form Property Damage,
and Contractual Liability
|Cyber Liability||Cyber risk exposures arising out of the Vendor’s performance of work. Policy shall include coverage for third party liability including network security liability, privacy liability and media liability; first party privacy expenses including breach response costs, consumer notices, consumer identity protection and restoration expenses, privacy regulatory actions; and first party network interruption including cyber extortion, business interruption, dependent business interruption and data restoration.||
|All insurance coverage above shall (1) contain a waiver of subrogation in favor of Giant Eagle, Inc., where permitted by law, (2) provide that such insurance is primary, non-contributory, and not excess coverage, and (3) except for Workers Compensation, name Giant Eagle, Inc., Its Subsidiaries & Its Affiliates as additional insured, or equivalent. If any coverage is on a claims-made form, Vendor shall maintain continuous coverage or exercise an extended discovery period for a period of no less than five (5) years from the time that the work has been completed.|
- Umbrella/Excess Liability insurance is acceptable to meet the above defined requirements. Vendor shall cause each insurance company to provide the insurance on an umbrella basis in excess over and no less broad than the liability coverages required herein (including as to Company’s additional insured status), with the same inception and expiration dates as Commercial General Liability insurance, and with coverage that “drops down” for exhausted underlying aggregate limits of liability coverage. This Umbrella/Excess Liability coverage may supplement the underlying coverage.
- Each insurance policy shall be issued by a company with an AM Best Financial Strength Rating of A- or better and AM Best Financial Size Category Rating of VII or better, and a complete copy must be provided to Giant Eagle, Inc. upon request. If at any time during the term of coverage, an insurer’s AM Best Financial Strength Rating is downgraded to below A-, Vendor shall at its sole cost and expense procure new coverage meeting the above criteria with an insurer meeting the preceding minimum requirements for Financial Strength and Financial Size Category Ratings. Each insurance policy should be occurrence based.
- Vendor must provide current Certificates of Insurance and copies of pertinent policy endorsements verifying Vendor’s compliance with the insurance requirements above (i) upon Vendor’s execution and submission of any agreement, (ii) at any time upon request of Company, and (iii) not less than thirty days prior to expiration of any policy required above. Each Certificate of Insurance shall:
- ▪ Show Vendor as the Named Insured
- ▪ Provide information as is standard on the ACORD 25 Certificate of Liability Insurance
- ▪ Show the following as Certificate Holder and Additional Insured:
- Giant Eagle, Inc.
- 101 Kappa Drive
- Pittsburgh, PA 15238
- Attn: Legal Department
- ▪ If the certificate of insurance does not comply with the requirements, a delay will occur in processing the agreement until compliance is met. Failure to maintain insurance coverage may result in an inactivation of the account. Orders and payments may be withheld until the certificate of insurance has been received and approved by Giant Eagle, Inc.
- Vendor will provide Giant Eagle. Inc at least 30 days advanced written notice for any cancellation, reduction in coverage, or material change to the insurance requirements stated herein. Vendor shall not use self-insurance or other non-risk transfer insurance programs unless they are fully disclosed to, and written permission has been given by, Giant Eagle, Inc. to use such programs to meet these insurance requirements. In the event Vendor or its insurance carrier defaults on any obligations herein, Vendor agrees that it will be liable for all reasonable expenses and attorneys' fees incurred by Giant Eagle, Inc. to enforce the provisions herein. Vendor shall maintain a contact in the United States to be reached during normal business hours for customer or Giant Eagle, Inc. claims.
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