__________________________________________________________________________________________ ACE HARDWARE CORPORATION DROP SHIP AGREEMENT

__________________________________________________________________________________________ ACE HARDWARE CORPORATION DROP SHIP AGREEMENT

ACE HARDWARE CORPORATION DROP SHIP AGREEMENT
A. Vendor (Type or print Vendor’s full legal name):
__________________________________________________________________________________________
B. Business Type (check one): Individual/sole proprietor ___; OR Corporation ___; OR Partnership ___; OR
Limited Liability Company ___; OR Other ___ (If Other, specify type: ________________)
C. Vendor’s State of Incorporation or Organization: __________________________
D. Vendor’s Address:
Street Address or P.O. Box: __________________________________________________________________
City: ________________________
State: ________________________
Zip Code: ________________
E. Vendor’s U.S. Federal Employer Identification Number (“FEIN #”): _______________________________
F. Vendor’s ‘REMIT TO’ Information and Address:
Accounts Receivable / EFT Contact
Name: ____________________________________
Title: ________________________________________
Phone: ____________________________________ Email: _______________________________________
Fax: ______________________________________
Address (check only one): Same as Above ___; OR Different Address ___ (type or print Street or P.O.
Box, City, State, Zip Code in the line below:
__________________________________________________________________________________________
G. Vendor’s Information FOR NOTICES FROM ACE HARDWARE CORPORATION
Contact Name: _____________________________ Title: ________________________________________
Phone: ____________________________________ Email: _______________________________________
Fax: ______________________________________
Address (check only one): Same as First Address Listed Above___; OR Same as REMIT TO Address ___;
OR Different Address ___ (type or print Street or P.O. Box, City, State, Zip Code in line below):
__________________________________________________________________________________________
H. Vendor’s Standard Payment Terms: __________________________
I. Credit Limit Provided: ______________________________________
J. Vendor Banking Information (for Electronic Funds Transmission):
Bank Name: ______________________________
Account Type (checking/savings): ________________
Bank Address: _____________________________________________________________________________
City, State, Zip Code: _______________________________________________________________________
Bank Contact Name: _______________________
Bank Contact Phone #: _________________________
Bank Contact Email: ________________________________________________________________________
Bank Account #: ___________________________
Bank Routing #: _______________________________
K. Vendor’s website (if available):
________________________________________________________________
*********************************************************************************************
THE SPACE BELOW IS FOR USE BY ACE HARDWARE CORPORATION ONLY.
ACE VENDOR NUMBER: _____________________
OTHER: _________________________________
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This Ace Hardware Corporation Drop Ship Agreement (“Agreement”) is executed by and between Ace
Hardware Corporation, a Delaware corporation having offices at 2200 Kensington Court, Oak Brook, Illinois
60523(“Ace Corporate”), and the vendor identified above (“Vendor”), and is effective as of the date on which it is
executed by the latter of Ace Corporate and Vendor to so execute (“Effective Date”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party,
Ace Corporate and Vendor hereby AGREE as follows:
1. Key Definitions; Agreement Controls in Event of Conflicting Terms.
(a)
A “Drop Ship Transaction” is one in which Vendor accepts a written or oral order for purchase of
goods or services ("Purchase Order”) from either (i) Ace Corporate on behalf of and with direction
to ship the ordered merchandise, or provide the ordered services, to a commercial customer of Ace
Corporate (“Commercial Customer”) or (ii) a Commercial Customer with direction from such
Commercial Customer to ship the ordered merchandise, or provide the ordered services, directly to
such Commercial Customer. In each Drop Ship transaction (x) Ace Corporate is the ‘buyer’ of the
goods or services, (y) Vendor is the ‘seller’ of same; and (z) the specific Commercial Customer to
whom Vendor supplies the goods or services under any particular Purchase Order is, with respect
to such Purchase Order and such Drop Ship Transaction, referred to herein as “Purchasing Store.”
(b)
Each Drop Ship Transaction shall be governed by the provisions, terms and conditions of (i) this
Drop Ship Agreement including its attached exhibits, each of which exhibits is incorporated herein
by this reference and (ii) the specific Purchase Order which relates to the goods and/or services of
such Drop Ship Transaction.
2. Agreement Relates Solely to Drop Ship Transactions. This Agreement relates solely to Drop Ship
Transactions (as such term is defined in Section 1(a) above), and not to any ‘warehouse’ or ‘internal consumption’
sale/purchase transaction(s) that Vendor and Ace Corporate may from time to time enter into with respect to
Vendor merchandise delivered to (and/or services provided at) any Ace Corporate warehouse, office or facility, or
any non-Ace Corporate location (i.e, a location other than that of a Purchasing Store) such as, for example, a
convention center used by Ace Corporate in connection with an Ace Corporate-sponsored convention.
3. Credit Authorization Requirements. Credit authorization requirements and procedures vary depending
on whether a Purchase Order is submitted to Vendor by a Purchasing Store or by Ace Corporate, as follows:
(a)
For each and every Purchase Order submitted to Vendor by a Purchasing Store, Vendor
shall, prior to accepting and/or fulfilling such Purchase Order, seek credit authorization for
such Purchase Order from Ace Corporate via www.Acehardware-vendors.com, Ace
Corporate’s internet-based vendor portal (“Ace’s Vendor Portal”), which credit
authorization Ace Corporate may in its sole discretion grant, deny or condition in whole or
in part. Ace’s credit authorization for any Purchase Order submitted to Vendor by a
Purchasing Store:
(i) is specifically limited to such Purchase Order;
(ii) is not transferrable to any other Purchase Order; and
(iii) remains valid only for fourteen (14) calendar days after the estimated shipment
date (or services delivery date, as the case may be) provided by Vendor at the
time Vendor seeks such credit authorization.
(b)
Each and every Purchase Order submitted to Vendor by Ace Corporate shall be deemed to
have been credit-authorized by Ace Corporate, and therefore Vendor need not seek nor
obtain from Ace Corporate a separate credit authorization with respect to any such
Purchase Order; provided, however, such credit authorization (i) is limited solely to such
(and not to any other) Purchase Order and (ii) remains valid only for the period that begins
on the date Vendor receives such Purchase Order and ends on the date that is forty two (42)
calendar days after the ‘shipment date’ for the goods (or date for Vendor’s provision of the
services, as the case may be) specified by Ace Corporate in such Purchase Order.
(c)
Regardless of whether a Purchase Order is submitted to Vendor by a Purchasing Store or by
Ace Corporate, Ace Corporate is obligated to make any payment to Vendor with respect to
such Purchase Order only to the extent that the credit authorization therefore remains valid
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at the time Vendor ships goods or provides services with respect to such Purchase Order.
Ace is under no obligation to reinstate any expired credit authorization.
4. Third Party Beneficiary. The Purchasing Store under any particular Drop Ship Transaction is, with respect to
such Drop Ship Transaction, an intended third party beneficiary of all of Ace Corporate’s rights under this
Agreement (except Ace Corporate’s credit authorization rights as set forth in Section 3 above), and is entitled to
enforce all of Ace Corporate’s rights and remedies related thereto. Notwithstanding any Commercial Customer’s
status as a Purchasing Store with respect to any particular Drop Ship Transaction, no such Commercial Customer is
required to perform any of Ace Corporate’s obligations hereunder or is bound by any of Ace Corporate’s agreements
or covenants under this Agreement.
5. Integrated Agreements; Other Required Documents. As a condition precedent to the effectiveness of this
Agreement,
(a)
Vendor shall execute and deliver to Ace Corporate the agreement captioned “Ace Hardware
Corporation Vendor Indemnification Agreement”, which agreement by this reference is expressly
incorporated herein.
(b)
Vendor shall also provide to Ace Corporate a certificate of insurance evidencing Vendor’s
continuing insured status and conforming in all respects with each of the requirements set forth in
the document entitled “Ace Hardware Corporation: Minimum Acceptable Insurance
Requirements” attached as Exhibit A hereto.
6. Purchase Order Acceptance by Vendor. Vendor is under no obligation to accept any Purchase Order.
However, any Purchase Order shall be deemed accepted by Vendor unless Vendor timely rejects such Purchase
Order as follows: (i) in the case of any Purchase Order submitted by Purchasing Store, by Vendor’s written notice
to such Purchasing Store within three (3) business days after Vendor’s receipt of Ace Corporate’s credit
authorization determination relating to such Purchase Order; and (ii) in the case of any Purchase Order submitted by
Ace Corporate, by Vendor’s written notice to Ace Corporate within three (3) business days after Vendor’s receipt of
such Purchase Order. Vendor shall be bound by all terms and conditions in any Vendor-accepted Purchase Order(s).
No other or additional terms or conditions (including without limitation, those concerning higher price or more
restrictive or expensive shipping, packaging, delivery or payment terms) shall apply to any Purchase Order unless
and only to the extent that with respect to Purchase Orders submitted to Vendor (i) by Ace Corporate, Ace Corporate
shall have given prior written consent to Vendor for same; and (ii) by Purchasing Store, (x) Purchasing Store shall
have given prior written consent to Vendor for same and (y) Ace Corporate’s prior-granted credit authorization shall
not thereby have been exceeded (or Vendor seeks and receives from Ace Corporate a modified credit authorization
sufficient to cover the increased cost of such additional or restrictive terms or conditions). Vendor acknowledges
that neither Ace Corporate nor any Purchasing Store is under any obligation to grant any such consent (and, in Ace
Corporate’s case, modify any credit authorization), and that each of Ace Corporate and Purchasing Store may grant,
withhold or condition such consent in its or their respective sole discretion (as Ace Corporate also may do with
respect to any request by Vendor for modification of credit authorization for any Purchase Order).
7. Purchase Order Termination by Ace Corporate and/or Purchasing Store. Notwithstanding any other
provision contained herein, each of Ace Corporate and Purchasing Store specifically reserves the right to revoke any
Purchase Order at any time prior to Vendor’s shipment of the goods or provision of the services relating to such
Purchase Order. Time is of the essence with respect to each Purchase Order. If Vendor’s delivery of goods or
provision of the services is not completed by the time designated or promised, Ace Corporate or Purchasing Store
may terminate, cancel or postpone any Purchase Order as to the goods or services not yet received by Purchasing
Store by written notice to Vendor or by oral notice to Vendor subsequently confirmed in writing by the giver of such
notice. Ace Corporate and/or Purchasing Store may also terminate, cancel or postpone any Purchase Order as to
undelivered shipments or unperformed services under any Purchase Order by providing written notice to Vendor in
the event of fire, flood, tempest, explosion, other catastrophe, war, riot, strike, lockout or refusal of employees to
work, or in the event that any legislative, executive or judicial act of the federal or state government, or any political
subdivision or municipality thereof substantially affects Ace Corporate’s or Purchasing Store’s operations, or
substantially impairs Purchasing Store’s use of the goods or services ordered hereunder, or in the event that Ace
Corporate or Purchasing Store suspends or discontinues business for any reason.
8. Inspection of Vendor’s Goods and Services. Goods and services purchased hereunder are subject to
inspection and approval by Ace Corporate and/or Purchasing Store within a reasonable time after Vendor’s delivery
of the goods or provision of the services. Each of Ace Corporate and Purchasing Store reserves the right to refuse
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any goods shipped or services provided contrary to instructions, specifications or descriptions furnished to Vendor
by Ace Corporate and/or the Purchasing Store, or which shall fail to conform with any other provisions hereof or
any requirements provided by law, or (in the case of goods) in other than recognized standard containers. Ace
Corporate and/or Purchasing Store may hold any rejected goods at Vendor’s risk and expense and may charge
Vendor with costs of transportation, shipping, unpacking, examining, repacking, reshipping and other similar
expenses. Payment shall not constitute an acceptance of any goods or services or impair Ace Corporate’s right to
inspection or any of its remedies.
9. Vendor Representations, Warranties and Covenants. Vendor represents, warrants and covenants to Ace
Corporate and its successors and assigns that:
(a)
The goods and services will pass without objection in the trade under the description provided in
the Purchase Order; will be fit for the ordinary purposes for which such goods are used or services
are provided; and will be free of defects in workmanship and material.
(b)
The prices for goods or services under each Purchase Order are equal to the most favorable prices
currently extended to any other customer for the same goods in similar quantities or for the same
services; the prices shown on any Purchase Order accepted by Vendor shall be complete and that
Vendor shall not add additional charges of any kind except in conformity with the provisions set
forth in Section 6 above.
(c)
The title conveyed to Ace Corporate with respect to the goods shall be good and merchantable and
their transfer rightful; and that the goods and services will be delivered free of any security
interest, lien, encumbrance, or charge.
(d)
The goods and services will be free of the claim of any person for infringement or
misappropriation of any patent, copyright, trademark, trade secret, license or other third party
rights.
(e)
The goods and services will be furnished in compliance with all federal, state and local laws, rules
and regulations, as amended, including but not limited to the Robinson Patman Act of 1914; the
Fair Labor Standards Act of 1938; the Occupational Safety and Health Act of 1970; the Consumer
Product Safety Act of 1972; and the California Safe Drinking Water and Toxic Enforcement Act
of 1986 (commonly known as Proposition 65), applicable to the provision of the services and/or
the manufacture, shipment, sale, use, performance, safety, branding, packaging, marking and
labeling of the goods.
10. Vendor Additional Covenants. Throughout the term of this Agreement:
(a)
Vendor shall comply in all respect with the insurance requirements set forth in Exhibit A.
(b)
Vendor shall promptly provide Ace Corporate with a signed, updated W-9 form each time there is
any change in any Vendor’s information specified in such form.
(c)
Vendor shall issue a separate invoice to Ace Corporate for each fulfilled Purchase Order.
(d)
Each invoice shall be electronically transmitted by Vendor to Ace Corporate and each invoice and
electronic transmission shall conform with all terms and conditions set forth in Ace Corporate’s
then current Electronic Data Interchange (“EDI”) standards (accessible to Vendor via Ace’s
Vendor Portal). Vendor shall effectuate all such electronic transmissions, at Vendor’s option,
either directly (i.e., by Vendor) or indirectly (i.e., by an Ace Corporate-approved third party that
Vendor has engaged for such purpose). For avoidance of doubt, Vendor expressly covenants that
Vendor shall not transmit paper invoices to Ace Corporate by mail, courier, email, facsimile or by
any other transmission method.
(e)
For any product for which a Material Safety Data Sheet (“MSDS”) is legally required, Vendor
shall provide a copy of such product’s MSDS to Purchasing Store at the time of and included with
the shipment of such product (and, upon Ace Corporate’s written request at any time, to Ace
Corporate within five days after Vendor’s receipt of such request).
(f)
Prior to shipment of any of Vendor’s product(s) whose distribution, sale, offering for sale,
installation, construction, use, labeling, packaging, chemical or material content disclosure,
registration and/or disposal is regulated for any reason (for example but not limited to any such
product’s chemical or material content) by any federal, state, county or local law, rule, regulation
or ordinance applicable to Purchasing Store, Vendor shall (i) notify Ace Corporate and Purchasing
Store in writing of such fact, including in such written notice a specific reference to the applicable
law, rule, regulation or ordinance; (ii) furnish Purchasing Store (and, upon Ace Corporate’s
written request at any time, to Ace Corporate within five days after Vendor’s receipt of such
request) with copies of any instructions, warnings, restrictions or other materials applicable to any
such products; and (iii) ensure that Vendor’s products and product packaging carry appropriate
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(g)
disclosures and warning labels and otherwise comply with all such laws, rules, regulations and
ordinances. In addition to and not in limitation of the foregoing, Vendor shall not sell or ship
any product, nor provide any service, to any Purchasing Store that is located in a
jurisdiction in which the distribution, sale or offering for sale of such products and/or
provision of such services is prohibited by any federal, state, county or local law, rule,
regulation or ordinance.
No shipping or packaging charges shall be imposed upon Ace Corporate unless such charges are
specified in the Purchase Order. If any such charges are specified as being Ace Corporate’s
obligation, Vendor shall pack, mark and describe the ordered items so as to obtain the lowest
freight rate possible without jeopardizing the safe shipment of said items and without causing a
violation of any applicable law or regulation, unless other instructions have been given by Ace
Corporate, and any penalties or increased charges resulting from failure to comply with this
provision shall be charged to Vendor.
11. Electronic Funds Transfer; Payment.
(a)
Vendor authorizes Ace Corporate to satisfy its payment obligations to Vendor under Drop Ship
Transactions subject to this Agreement by initiating Electronic Funds Transfer (“EFT”) payments
that result in credits to the deposit account at Vendor’s bank as designated on the first page of this
Agreement. Ace Corporate shall notify Vendor in writing from time to time of the funds transfer
system and other procedures that Ace Corporate shall use in connection with this Agreement, all
of which shall be binding on both Ace Corporate and Vendor. For each funds transfer initiated,
Ace Corporate shall communicate the related remittance information to Vendor, and Vendor shall
acknowledge receipt of such funds transfer using the approved system and procedures. Each party
shall each bear its own respective fees and other charges assessed by its designated banks and any
third party EFT service provider(s) (each, a “Third Party EFT Service Provider”). Each party may
change its designation of an account, bank or Third Party EFT Service Provider by written notice
to the other party in accordance with Section 17(c) below, provided that Vendor’s appointment of
an initial and any and all successor Third Party EFT Service Provider(s) shall be subject to Ace
Corporate’s consent, which consent shall not be unreasonably withheld, delayed or conditioned.
(b)
Vendor’s standard payment terms set forth on page 1 of this Agreement will apply unless longer
terms are set forth on the invoice or the applicable purchase order. Any cash discounts shall apply
to payments made in accordance with the preceding sentence and shall be calculated on the total
amount of the invoice including freight or various other surcharges.
(c)
The time for payment by Ace Corporate for the goods and services shall be computed from the
latest of (i) Vendor’s invoice date; (ii) actual shipment date of the goods or actual date of the
provision of the services, as the case may be; and (iii) shipment or service date specified in the
Purchase Order. A payment from Ace Corporate to Vendor shall be considered timely hereunder
if the funds transfer is received at Vendor’s bank no later than five business days after the payment
due date hereunder; provided, however, that if for any reason the funds transfer cannot be
completed on such date, Ace Corporate’s payment is timely if the funds transfer is completed on
the next day completion can occur.
(d)
Each of Ace Corporate and Vendor shall be responsible for any loss which may arise by reason of
any error, mistake or fraud in any information provided by it in or pursuant to this Agreement.
Each party shall take actions which are reasonably sufficient to prevent unauthorized transactions
or improper access to or disclosure of information sent pursuant to this Agreement.
(e)
In the event of any duplicate payment, overpayment or other payment to which Vendor is not
entitled, Vendor shall return such payment to Ace Corporate promptly upon becoming aware of
same. If Vendor disallows any credit or discount taken by Ace Corporate, Vendor shall promptly
notify Ace Corporate of the amount and reason for such disallowance.
12.
Electronic Data Interchange (EDI).
(a)
Vendor and Ace Corporate shall electronically transmit to and receive from each other (either
directly, or pursuant to Section 12(b) below, indirectly) any of the transaction sets (collectively
"Documents") listed in Ace Corporate’s Electronic Data Interchange Implementation Guide, as the
same may be amended from time to time by Ace Corporate (as so modified, "EDI Implementation
Guide"). The EDI Implementation Guide is incorporated in this Agreement by this reference.
Electronic transmission of non-Document data shall have no force or effect. All Documents shall
be transmitted in accordance with the standards set forth in the EDI Implementation Guide.
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(b)
(c)
(d)
(e)
Each of Vendor and Ace Corporate shall have the right to use a third party service provider
("Third Party EDI Service Provider") to effectuate electronic transmission of Documents
hereunder, provided that Ace Corporate shall have approved Vendor’s Third Party EDI
Service Provider (including any successors thereto), which approval shall not be unreasonably
withheld, delayed or conditioned. Either party may modify its election to use, not to use or to
change a Third Party EDI Service Provider upon thirty (30) days’ prior written notice in
accordance with Section 17(c) below; provided, however, that Vendor’s appointment of an
initial and any and all successor Third Party EDI Service Provider(s) shall be subject to Ace
Corporate’s consent pursuant to the preceding sentence. Each party shall be responsible for the
costs of any Third Party EDI Service Provider with which it contracts. Each party shall be
liable for the acts or omissions of its Third Party EDI Service Provider while transmitting,
receiving, storing or handling Documents, or performing related activities for such party;
provided, however, that if both parties use the same Third Party EDI Service Provider to
effectuate the transmission and receipt of a Document, the originating party shall be liable for
the acts or omissions of such Third Party EDI Service Provider as to such Document. Any use
by Vendor of any third party’s software, networks and/or other related products shall be at
Vendor's own risk. Ace Corporate makes no warranties, express or implied, including but not
limited to implied warranties of merchantability or fitness for any particular purpose with
respect to Vendor's use of any third party’s software, networks and/or other related products
to facilitate electronic data interchange with Ace Corporate, and all such warranties are hereby
expressly disclaimed by Ace Corporate. Ace Corporate shall not be liable for any damages,
including but not limited to incidental, exemplary, indirect, special or consequential damages,
in any manner arising out of or resulting from the use by Vendor of any third party’s software,
networks and/or other products for the purpose of conducting business via electronic data
interchange with Ace Corporate.
Each party, at its own expense, shall provide and maintain the equipment, software, services
and testing necessary to effectively and reliably transmit and receive Documents. Each party
shall adopt and use those security procedures which are reasonably sufficient to ensure that all
transmissions of Documents are authorized and to protect its business records and data from
improper access. Each party shall adopt as its signature an electronic identification consisting
of symbol(s) or code(s) which are to be affixed to or contained in each Document transmitted
by such party ("Signature"). Each party agrees that any Signature of such party affixed to or
contained in any transmitted Document shall be sufficient to verify that such party originated
such Document. Neither party shall disclose to any unauthorized person the Signatures of the
other party.
Documents shall not be deemed to have been properly received until accessible to the
receiving party at such party's computer. Upon proper receipt of any Document, the receiving
party shall promptly and properly transmit a functional acknowledgment in return, as required
pursuant to the EDI Implementation Guide. A functional acknowledgment shall constitute
conclusive evidence that a Document has been properly received. If any transmitted
Document is received in an unintelligible or garbled form, the receiving party shall promptly
notify the originating party (if identifiable from the received Document) in a reasonable
manner. In the absence of such a notice, the originating party's records of the contents of such
Document shall control.
All information contained in any Document or otherwise electronically exchanged between the
parties, including by way of example and not of limitation the Signature(s) referenced in Section
12(c) above, shall be considered confidential, except as required by applicable law. Any
Document properly transmitted pursuant to this Agreement shall be considered in connection with
any transaction or in connection with this Agreement to be a "writing" or "in writing"; and any
such Document when containing, or to which there is affixed, a Signature ("Signed Documents")
shall be deemed for all purposes (i) to have been "signed" and (ii) to constitute an "original" when
printed from electronic files or records established and maintained in the normal course of
business. The parties’ use of Signed Documents properly transmitted shall, for all legal purposes,
evidence a course of dealing and a course of performance accepted by the parties. The parties
agree not to contest the validity or enforceability of Signed Documents under the provisions of any
applicable law relating to whether certain agreements are to be in writing or signed by the party to
be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial,
arbitration, mediation or administrative proceedings, will be admissible as between the parties to
the same extent and under the same conditions as other business records originated and maintained
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in documentary form. Neither party shall contest the admissibility of copies of Signed Documents
under either the business records exception to the hearsay rule or the best evidence rule on the
basis that the Signed Documents were not originated or maintained in documentary form.
13. Taxes. The price for goods and services under any Purchase Order shall include all applicable federal taxes in
effect on both the date of such Purchase Order and the date of delivery of the goods and/or performance of the
services under such Purchase Order; provided, however, that no sales, use, gross receipts or similar direct taxes
imposed by any tax authority shall be included in the price of any goods purchased hereunder for intended re-sale.
Sales, use, gross receipts or similar direct taxes imposed by any tax authority on goods or services purchased by
Purchasing Store for its own consumption shall be added to the sales price and shown separately on Vendor’s
invoice. Vendor shall duly remit all such taxes, which it is required to collect, to the proper governmental authorities
when due. If Vendor fails to remit such taxes and Ace Corporate is required to do so, Vendor hereby agrees to
indemnify and hold Ace Corporate harmless for the amount including but not limited to lawful penalties assessed in
connection therewith) required to be paid by Ace Corporate. Vendor’s indemnity herein shall survive termination of
this Agreement.
14. Assignment. No rights or duties of Vendor arising out of this Agreement shall be assigned or delegated by
Vendor without Ace Corporate’s prior written consent; provided, however, that Vendor may upon thirty (30) days’
advance written notice to Ace Corporate assign receivables arising out of Drop Ship Transactions, subject to all
discounts, set-offs, credits for return on non-conforming goods and all other rights and remedies which Ace
Corporate may have against Vendor arising out of such Drop Ship Transactions.
15. Waiver. No claim or right of Vendor or of Ace Corporate that arises out of a breach of this Agreement can be
discharged in whole or in part by a waiver or renunciation of the claim or right, unless the waiver or renunciation is
supported by consideration and is in a writing signed by a duly authorized representative of the waiving party.
16. Remedies. Ace Corporate shall have all rights and remedies specified in this Agreement in addition to those
specified in the Illinois Uniform Commercial Code.
17. Term; Termination; Notices; Post-Termination Survival of Ace Hardware Corporation Vendor
Indemnification Agreement.
(a)
(b)
(c)
(d)
This Agreement shall be in effect as of the Effective Date, and shall remain in effect unless and
until terminated pursuant to subsection (b) below.
This Agreement may be terminated by either party by written notice to the other party in
accordance with subsection (c) below, such termination to be effective upon the receiving party’s
receipt of such notice.
Any notices required or permitted hereunder shall be mailed via U.S. certified mail or commercial
courier (e.g., Federal Express, UPS, etc.)
(i) if to Ace Corporate, to Ace Corporate’s address listed on the first page of this Agreement,
attention: Accounts Payable Manager; and
(ii) if to Vendor, to the specific Vendor address (and Vendor contact) as are listed on the first
page of this Agreement for receipt of notices from Ace Corporate.
Vendor specifically acknowledges and agrees that the Ace Hardware Corporation Vendor
Indemnification Agreement shall remain in full force and effect notwithstanding termination of
this Agreement for any reason, with no diminution whatsoever of any or all of Vendor’s
obligations or of Ace Corporate’s rights thereunder.
18. Miscellaneous. This Agreement and each Purchase Order hereunder shall be governed by and construed in
accordance with the Uniform Commercial Code and other applicable internal laws (i.e., excluding the law of
conflicts) in effect in the State of Illinois. This Agreement may be executed in any number of counterparts (by
facsimile transmission or otherwise), each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. No inference shall be drawn against Ace Corporate
owing to Ace’s role as drafter of this Agreement. If any provision of this Agreement is determined to be illegal,
against public policy or otherwise unenforceable, it will not invalidate or render unenforceable any other provision
hereof, and each such provision shall at all times be considered separate and severable in this regard.
19. Amendment; No Modification by Parties’ Course of Dealing.
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(a)
(b)
Ace Corporate may from time to time amend this Agreement by posting amended and restated
terms and conditions on Ace’s Vendor Portal. Such amendment(s) to this Agreement shall apply to
all Purchase Orders accepted by Vendor from and after the date of Ace Corporate’s posting of
same. If Ace Corporate amends this Agreement in a manner which Vendor elects not to accept,
Vendor may terminate this Agreement upon written notice to Ace in accordance with Section 17
above.
This Agreement may not be modified or supplemented by course of dealing or course of
performance between the parties or by Purchasing Stores or by usage of trade.
20. Vendor’s Acknowledgement. As a material inducement to cause Ace Corporate to enter into this
Agreement, Vendor represents and warrants to Ace Corporate that Vendor has read and understands this
Agreement and has consulted with Vendor’s legal, financial and other advisors with respect to same if and to
the extent Vendor deems desirable or necessary.
IN WITNESS WHEREOF, EACH PARTY THROUGH ITS RESPECTIVE DULY AUTHORIZED
REPRESENTATIVE HEREBY EXECUTES THIS AGREEMENT EFFECTIVE AS OF THE DATE ON WHICH
IT IS EXECTUED BY THE LATTER OF THE PARTIES TO SO EXECUTE.
VENDOR (AS IDENTIFIED ON FIRST PAGE OF THIS AGREEMENT)
By:
[Vendor’s authorized representative signs on this line]
Name: _____________________________________
Title: ________________________________________
ACE HARDWARE CORPORATION, a Delaware corporation
By: __________________________________________
Name: _______________________________________
Title: _________________________________________
DSAOct2013
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