Giant Eagle® Policies

Policies for customers, outside vendors and contractors.

Vendors and Contractors

  1. Building Management System Programming Manual
  2. Contractor Safety Policy
  3. Giant Eagle Maintenance and Repair Service Level Requirements

Customers

  1. Privacy Policy
  2. Terms of Use
  3. Notice of Pharmacy Privacy Practices
  1. Q. Accu-Scan Policy
    A.

    If the charge price of a product appears on your register tape at an amount higher than the displayed, posted or advertised price, you will receive the first improperly scanned item free.

    You will then be charged the lower price for any additional items of the same product in the order. This does not include items prohibited by law (currently alcohol, tobacco and milk).

    If you have any questions or comments, please call 1.888.SCAN.SCP (1.888.722.6727).

    NOTE: Giant Eagle® reserves the right to limit to one (1) the number of items given away for free under the Accu-Scan policy when multiple varieties of an item is included in an order.

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  2. Q. Check Cashing Policy
    A.

    Giant Eagle offers check cashing as a privilege to customers pursuant to certain terms. By presenting a check for cash or payment, you agree to these terms:

    1. A customer may apply for a Giant Eagle Advantage Card at the Customer Service Desk. A valid driver's license, state photo ID or military photo ID is required to activate check cashing privileges on a customer's new or existing Giant Eagle Advantage Card. Giant Eagle reserves the right to request additional photo identification for any check transaction.
    2. Checks must be signed or endorsed by the card holder in the presence of an authorized Giant Eagle employee. The name on the check must agree with a name on the Giant Eagle Advantage Card account. Starter or counter checks must be approved by the Front-End or Store Leader. Personal checks are not accepted for purchase of wire transfers, money orders, lottery tickets or VISA® reloadable products.
    3. Before we cash or accept a check, we will review your check cashing history in our own records and/or with a third party check verification company. If you have one or more unpaid checks or fees with us or others, your check may be refused.
    4. We accept personal checks at checkout lanes or the Customer Service Desk with presentment of your valid Giant Eagle Advantage Card® having personal check cashing privileges. Personal checks payable to Giant Eagle are accepted at a checkout lane register for the purchase amount or an amount over the purchase with cash back not to exceed $30. Cash-only personal checks may be cashed at the Customer Service Desk with a per check limit of $30; a valid photo ID is required.
    5. We accept Payroll and Government checks via the Paycheck Secure Check Cashing System. You must have a valid Giant Eagle Advantage Card with Payroll or Government check cashing privileges. A check cashing service fee will be charged for all Payroll and Government checks (excluding child support checks). Hand-written Payroll checks must be approved by the Store Manager.
    6. U.S. Traveler's Checks are accepted up to a $100 limit per transaction. Cash back is limited to $30. All Traveler's Checks must be signed in the presence of a Giant Eagle employee. A valid driver's license, state photo ID or military photo ID is required.
    7. Giant Eagle does not cash non-GE money orders, tax refund checks, insurance checks, foreign traveler’s checks or gift checks (cheques). Giant Eagle money orders can only be redeemed at the store location where purchased. Proof of purchase (money order stub or receipt) is required. A valid photo ID and Giant Eagle Advantage Card must also be presented.
    8. Giant Eagle reserves the right to limit the number and dollar amount of check transactions daily (24-hour rolling time frame) and weekly (7-day rolling time frame). Daily and weekly limits apply to all your check transactions regardless of how many different Giant Eagle locations you frequent. ATM and debit card transactions are not counted against this limit.
    9. FEES, PENALTIES & WIC

    10. Return Check Fees will be charged per store location as follows: $30 in Pennsylvania and Ohio, $25 in West Virginia, $35 in Maryland. Your bank may charge additional fees.
    11. The maximum penalty allowed by law may be imposed for each returned check that remains unpaid thirty (30) days after its return. Failure to reimburse Giant Eagle for a returned check and fee within 30 days could result in the permanent revocation of your check cashing privileges.
    12. If your check is returned unpaid for insufficient available funds, Giant Eagle or a collection agency may re-present your check to the bank electronically. Giant Eagle or a collection agency may also electronically debit (withdraw) the Return Check Fees in paragraph IX above along with the face amount of the check, or at a later time, at its option.
    13. A Giant Eagle Advantage Card is NOT required to cash WIC checks (in Pennsylvania, Maryland or West Virginia) or merchandise rebate checks.
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  3. Q. Coupon Redemption Policy
    A.

    All Giant Eagle, Market District®, Giant Eagle Express® and GetGo® locations are happy to redeem coupons. The following guidelines apply to ALL forms of coupons:

    • The coupon has a valid expiration date and has not expired.
    • One coupon per item(s) purchased as stated on the coupon with a maximum of 12 coupons per same 12 items purchased in a 24-hour period per Giant Eagle Advantage Card® customer.
    • Coupon value cannot exceed the price of the item(s) purchased. If it does, we can only redeem up to the value of the item(s) purchased (excluding sales tax).
    • The original coupon must be presented. Photocopies will not be accepted.
    • Product(s) must be purchased in size and quantity specified on the coupon.
    • Stacking (combining electronic and paper coupons) of manufacturers' coupons is prohibited.
    • Items must be purchased at the time of redemption.
    • Bottle caps are accepted for redemption as a store coupon with stated coupon guidelines.
    • If you forget to use your coupons at the time of purchase, we will accept them with your Giant Eagle Advantage Card up to 10 days beyond the date on the receipt.
    • Large numbers of coupons will not be accepted through self-checkouts, they must go through a cashier.
    • Competitor coupons are not accepted*.

    Additional guidelines apply for the following forms of coupons:

    • eOffer™ Coupons (Electronic Coupons)
      • Coupons must be obtained from our Web site or approved third-party Web sites (approved third-party Web sites are listed at http://www.gianteagle.com/faq/eoffers).
      • eOffers must be clipped and loaded onto your Giant Eagle Advantage Card prior to redemption.
      • Not subject to doubling.

    • Printed Internet coupons
      • The coupon must be obtained from a legitimate site.
      • A maximum of two “like” coupons will be accepted.
      • Giant Eagle DOES NOT accept the following Printed Internet Coupons:
        • "FREE with no purchase necessary" and "Buy One Get One Free."
        • We reserve the right to refuse any coupons that we believe to be photocopied, counterfeit or invalid for any other reason.
        • Any coupon with a value over $3 will not be accepted except where advertised by Giant Eagle for a specific promotion.

    • Check Out Coupons (Catalina Coupons)
      • Catalina coupons are not accepted at GetGo locations.
      • Not subject to doubling.

    • Giant Eagle Coupons
      • Must have a Giant Eagle, Market District, Giant Eagle Express or GetGo logo on the coupon.
      • Not subject to doubling.

    Double Coupons up to 99¢

    Giant Eagle and Market District locations may choose to offer Double Coupons with a face value of 99¢ or less where applicable when the following guidelines are met:

    • Manufacturers' coupons are doubled only with your Giant Eagle Advantage Card.
    • Redeem any manufacturer's coupon with a valid expiration date, worth up to and including the stated maximum amount clipped from newspapers, magazines or received by mail and we'll double the savings.
    • This offer only applies to manufacturer product "cents-off" coupons for items and sizes we carry.
    • The doubled amount cannot exceed the value of the item purchased.
    • Coupons with a face value over 99¢ will be redeemed at face value only.
    • Cigarettes, tobacco and milk or any other items prohibited by law or the manufacturer are excluded.
    • Not valid on free coupons, eOffer coupons, checkout coupons or Giant Eagle coupons, GetGo or Giant Eagle Express coupons.

    We reserve the right to make temporary or permanent changes to this policy without notice.

    *Excludes Pharmacy promotions. See Pharmacy for details.

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  4. Q. Digital Millennium Copyright Act
    A.

    From time to time, we allow our users to upload content to areas of our website. We ask that our users not post anything that (1) is offensive; (2) goes against the spirit and intent of the Giant Eagle website (the “Site”) and (3) contains the intellectual property of anyone except the user who posted the content.

    Digital Millennium Copyright Act

    Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the site can be identified and removed via Giant Eagle’s DMCA compliance process listed below and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

    If you believe in good faith that a third party user of this Site has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim.

    When a clear and valid Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content (“Allegedly Infringing Content”) or blocking access to it. We may contact the Notice provider to request additional information.

    Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below (“Counter-Notice”). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity.

    Notices and Counter-Notices are legal notices distinct from regular Site activities or communications. As such, they are not subject to Giant Eagle’s Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request. Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.

    Filing a DMCA Notice

    Please don’t abuse this system or use it for purposes other than those intended. If, however, you truly believe your work has been infringed, you should file a DMCA Notice. To file a DMCA Notice with Giant Eagle, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a Notice that is not in compliance with the DMCA.

    Your Notice must:

    1. Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, “My copyrighted work is an image that appears at [list profile where material is located].”);
    2. Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to “prove” your claims). The information provided should be as detailed as possible;
    3. Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available);
    4. If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
    5. Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
    6. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”;
    7. The Notice must be signed;
    8. The Notice must be sent to our DMCA designated agent at the following address:

    DMCA Designated Agent
    c/o Senior Manager, Interactive and Online Marketing
    Giant Eagle, Inc.
    101 Kappa Drive
    Pittsburgh, PA 15238

    Tel: 1-800-553-2324
    Or fax to: 412-202-9068 (on the cover sheet, please write: Attention: DMCA NOTICE). Email address of Designated Agent: DMCA@gianteagle.com

    Filing a Counter-Notice

    If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement).

    When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA.

    Your Counter-Notice must:

    1. Describe and list all material(s) that were removed by Giant Eagle and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible;
    2. Provide your name, address, telephone number and email address (if available);
    3. State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or Western District of Pennsylvania if your address is outside of the United States);
    4. State that you will accept service of process from the person (or an agent of such person) that provided the DMCA Notice to us.
    5. Include the following statement: “I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
    6. The Counter-Notice must be signed.
    7. The Counter-Notice must be sent to our designated DMCA designated agent at the following address:

    DMCA Designated Agent
    c/o Senior Manager, Interactive and Online Marketing
    Giant Eagle, Inc.
    101 Kappa Drive
    Pittsburgh, PA 15238

    Tel: 1-800-553-2324
    Or fax to: 412-202-9068 (on the cover sheet, please write: Attention: DMCA NOTICE). Email address of Designated Agent: DMCA@gianteagle.com

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  5. Q. End User License Agreement
    A.

    THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GIANT EAGLE, INC. ("GIANT EAGLE"), stating the terms that govern your use of the grocery application ("Licensed Application"). This agreement, together with all updates, additional terms, software licenses, and all of Giant Eagle's rules and policies, collectively constitute the "agreement" between you and Giant Eagle. By installing the Licensed Application you are indicating that you agree to these terms. If you do not agree to these terms do not install or use the application. You must accept and abide by these terms as presented to you. Changes, additions, or deletions are not acceptable, and Giant Eagle may refuse access to the Licensed Application for noncompliance with any part of this agreement.

    The Licensed Application is licensed, not sold, to You for use only under the terms of this license, unless accompanied by a separate license agreement issued by Giant Eagle, in which case the terms of that separate Giant Eagle license agreement will govern. Licensor (hereinafter, “Licensor” or “Giant Eagle”) reserves all rights not expressly granted to You.

    This license granted to You for the Licensed Application by Giant Eagle is limited to a non-transferable license to use the Licensed Application on any iPhone, iPad or iPod Touch that You own or control and as permitted by the Usage Rules set forth in Section 9.b. of the App Store Terms and Conditions (the “Usage Rules”). This license does not allow You to use the Licensed Application on any product that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer in any form (including rent, lease, lend, sell, redistribute or sublicense) the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any parts of updates, except regarding use of open source elements and components included with this Licensed Application). Any attempt to do so is a violation of the rights of Giant Eagle and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Giant Eagle that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

    By using this Licensed Application, You acknowledge that the Licensed Application is, or may be connected to your online Giant Eagle account, and further accept that Giant Eagle may collect and use personal data, technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. Giant Eagle may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You. You also understand that full use of this Licensed Application may require you to register on the Giant Eagle website, and that personally identifiable information may be collected by Giant Eagle, consistent with its privacy policy.

    The license is effective until terminated by You or Giant Eagle. Any rights granted herein are subject to termination with or without notice from Giant Eagle if You violate and/or fail to comply with any terms or conditions set for herein. Once this license is terminated, You are no longer entitled to use the Licensed Application. You shall cease all use of the Licensed Application, and destroy any legally made copies or portions thereof, of the Licensed Application. This Application should be used responsibly, safely, and only for the purposes intended by Giant Eagle.

    The Licensed Application enables access to Giant Eagle's and third party services and websites, and may even include GPS locator websites (collectively and individually, "Services"). Use of the Services may require Internet access and may further require that You accept additional terms of service.

    You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that Giant Eagle shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.

    Certain Services may display, include or make available content, data, information, applications or materials, including coupons, from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, You acknowledge and agree that Giant Eagle is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. Giant Eagle does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any Services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to You.

    In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from Android-enabled devises, the iPhone, IPad, or iPod Touch are not available in all languages or in all countries. Giant Eagle’s intended service area is the Continental United States for residents who can reasonably use Giant Eagle services. If You do not qualify as an intended customer, do not download this application. Giant Eagle makes no representation that identified Services and Materials accessible outside of its intended coverage area are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Giant Eagle, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Giant Eagle be liable for the removal of or disabling of access to any such Services. Giant Eagle may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

    You understand that Giant Eagle may offer integration with its own and/or with third party Services for your convenience. Further, you understand that Giant Eagle is not affiliated with, does not endorse, and is not responsible to these third party Services. Giant Eagle is not responsible for the contents of, updates to, or privacy practices of these third parties, which may differ from those of Giant Eagle. The personal data you may choose to give to Giant Eagle by means of registering the Licensed Application with Giant Eagle shall be governed by Giant Eagle's privacy policy located at http://www.gianteagle.com/about/policies.

    You expressly acknowledge and agree that use of the Licensed Application is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the Licensed Application and any services performed or provided by the Licensed Application are provided "as is" and “as available”, with all faults and without warranty of any kind, and Giant Eagle hereby disclaims all warranties and conditions with respect to the Licensed Application and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights.

    Giant Eagle does not warrant against interference with your enjoyment of the Licensed Application in any way, or that defects in the Licensed Application or services will be corrected. No information or advice given by Giant Eagle representatives shall create any warranty. Should the Licensed Application or services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

    To the extent not prohibited by law, in no event shall Giant Eagle be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Licensed Application, however caused, regardless of the theory of liability (contract, tort or otherwise), even where Giant Eagle has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Giant Eagle’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

    You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

    h. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

    The laws of the Commonwealth of Pennsylvania, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.

    j. Copyrights and Trademarks. Except where otherwise specified, the contents of the Licensed Application are copyright (c) 2010 Giant Eagle, Inc. All rights reserved.

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  6. Q. Giant Eagle Brand Quality Guarantee
    A.

    As with any purchase from the family of Giant Eagle brands, if you aren't 100% satisfied with your purchase, we'll give you double your money back.

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  7. Q. Giant Eagle Twitter Policy
    A.

    We are on Twitter and we would love to connect with you!

    Follow our @GiantEagle account for updates on the latest sales, nutrition tips, recipe ideas, contests, sweepstakes, customer service, beer, wine, and liquor announcements, and more!

    We are online and available to answer your questions Monday-Friday 9 a.m. — 5 p.m.

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  8. Q. Replacement and Returns Policy
    A.

    Giant Eagle is pleased to offer our customers the finest products. If for any reason, you are not completely satisfied, you may return any product.

    Upon return of the item, the following guidelines apply:

    • Giant Eagle will gladly replace any unsatisfactory product.

    If a refund rather than a replacement is requested:

    • Cash refund will be given on items under $5.
    • Items over $5:
      • Require either a register receipt or the Giant Eagle Advantage Card® that was used for the purchase.
      • Will receive a refund in the same form as payment was made.
    • If no receipt or Giant Eagle Advantage Card used for the purchase is available:
      • For purchases over $5, refunds will be offered in the form of a Giant Eagle gift card. Customer ID may be required.
      • For purchases over $25, refunds will be offered at the discretion of store management in the form of a Giant Eagle gift card. Customer ID may be required.
    • Our Own Brand products are 100% guaranteed or double your money back. (Same guidelines as above apply).
    • Refunds cannot be given on retailer gift card, phone cards, cigarettes or any other item where refund is not permitted under applicable law.
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  9. Q. Purchase Order Terms and Conditions
    A.

    1. Definitions:  The term “Contract” means these Terms and Conditions for Purchase of Products (“Terms and Conditions”), together with all documents specifically referenced herein and any written purchase order, contract or agreement which attaches, incorporates or otherwise references these Terms and Conditions.  The term “Company” means Giant Eagle Inc., or its subsidiary(ies) or affiliate(s) executing this Contract.  The term “Seller” means any individual, corporation or other entity who is to supply Products purchased by the Company pursuant to this Contract.  The term “Products” means the goods or materials sold by Seller and purchased by Company under this Contract.

    2. Scope and Acceptance: All Products are supplied pursuant to this Contract. Seller shall have accepted these Terms and Conditions and this Contract will become legally enforceable on the earlier of delivery of a signed acknowledgment, commencement of performance, or shipment of all or any portion of the Products covered under this Contract, by Seller.  Any acceptance of this Contract is limited to acceptance of the express terms of the offer contained on the face and back hereof.  Without the written consent of Company’s authorized representative, no additional or different terms proposed by Seller in its acknowledgement will be effective to modify the Contract and Seller will be deemed to have accepted the Contract without such modifications.  Additional or different terms or any attempt by Seller to vary in any degree any of the terms of the Contract will be deemed material and are expressly objected to and rejected.

    3. Blanket Order: If this Contract is identified as a “Blanket” Contract or “Blanket” order or in some other manner references a specific quantity of Products to be purchased, Seller hereby acknowledges that the quantities specified and delivery dates listed in such “Blanket” Contract are contingent upon the issuance of a release by Company identifying the Products to be purchased and providing delivery directions.  When a Contract is identified as a “Blanket” Contract or deliveries are otherwise specified to be in accordance with Company’s written releases, Seller will not fabricate or assemble any Products nor procure required materials, nor ship any Products except to the extent authorized by such written releases or provisions of a Contract specifying minimum fabrication and delivery quantities.  Forecasts are not releases and may not be relied upon by Seller.  Releases are included in the term “Contract”.  By accepting a “Blanket” Contract, Seller agrees to accept all releases issued by Company hereunder.

    4. Price/Terms: Seller warrants that the prices set forth in this Contract are complete and that no additional charge of any type will be added without Company’s prior express written consent, including but not limited to, charges for shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating.  Unless otherwise specified in the Contract, all prices will be FOB destination (place of delivery).  Seller further warrants that the prices set forth in this Contract are the lowest prices charged for the Products, or substantially similar products, sold by Seller to its other customers.  If, after execution of this Contract, but prior to payment by the Company for Products purchased hereunder, Seller (i) sells, or offers to sell, Products, or substantially similar products, to another customer at a lower price, (ii) offers a reduction in price to any customer already purchasing Products, or substantially similar products, or (iii) sells, or offers to sell, Products, or substantially similar Products, on commercial terms that are, in Company’s reasonable judgment, more favorable than those set forth in this Contract, such lower price or more favorable terms will be applicable to all purchases of Products by Company hereunder.  If, at any time during the term of this Contract, Company receives a bona fide offer from a third party to supply Products to Company on similar commercial terms, but at a lower price, Company may notify, and provide the necessary particulars of such offer to Seller, and Seller will, within thirty (30) days thereafter, inform Company whether it will match such price for Products purchased hereunder.  If Seller does not agree to match such price, Company may, in its sole discretion, elect to purchase Products from such third party, and any obligation of Company to purchase Products from Seller pursuant to the terms of this Contract will be deemed to be waived by Seller to the extent of any such purchases.  Upon request of Company, Seller will be required to certify that it is in compliance with the requirements of this Section 4.  In addition, Company will have the right to examine and audit, during normal business hours, any and all records, data and documents, in whatever shape or form, including, but not limited to, electronic media, that may contain information relating to Seller’s obligations as set forth in this Section 4.  Such records will be kept in a form that is clear and accurate and containing content sufficient and adequate to permit the aforementioned audit.  Except as otherwise expressly set forth in this Contract, Company will have no obligation to purchase any specific quantity of Products from Seller and Company will be entitled, in its sole discretion, to purchase the same or similar Products from other suppliers.   Company expressly reserves the right to disclose any of the terms of this Contract, including but not limited to pricing, to third parties.

    5. Taxes: Seller will bear and pay all applicable taxes of the United States or any state or any foreign government including political subdivisions of any of them, which are based on or measured by net income, gross income or gross receipts including any withholding taxes levied against Seller for the privilege of doing business in a jurisdiction.  If Seller is required by law to collect sales and use tax (including any gross receipts tax imposed similar to a sales and use tax) from the Company on behalf of any taxing jurisdiction, Seller will provide to Company invoices which separately state and clearly indicate the amount of tax and Company will remit any such tax to Seller.  Seller will have the responsibility of complying with all applicable foreign, national, state or local laws regarding value added tax and sales and use tax or substitutes therefore including registration, collection of taxes and the filing of returns where applicable.  Notwithstanding whether Seller must collect sales and use tax from Company, Seller will state on every invoice the taxing jurisdiction (e.g. country, state and local jurisdiction) in which Products were provided.  If applicable, in lieu of payment for any sales and use tax, Seller will accept a properly executed exemption or direct pay certificate from Company.  The determination of whether an exemption or direct pay certificate will be submitted to Seller in lieu of payment for any sales and use tax will be made by Company on a location by location basis.  With the exception of sales and use tax as described above, all other taxes, however denominated or measured, imposed upon the Seller, or the price or compensation under this Contract, or upon the Product provided hereunder, will be the responsibility and liability of Seller.

    6. Inspection and Quality Assurance:  All Products will, before delivery, be subject to inspection, tests, and audits by Company or its agent at reasonable times and places.  Seller agrees to provide access for Company to its facilities at all reasonable times for such inspection, tests, and audits, and, at no additional cost, to provide all assistance and facilities reasonably necessary to perform the same.  Neither the inspection, testing, or auditing of any Products, nor the failure to do so,  before delivery to Company will constitute acceptance of any Products, or relieve Seller from exclusive responsibility for furnishing Products in strict conformance with the Company’s specifications.  Seller warrants that it has and will maintain an adequate quality control/assurance program with respect to the production and delivery of Products and that it creates and maintains adequate quality control/assurance reports, certificates, affidavits, and other such records relating to the Products.  Seller agrees that, upon request and at no additional charge, it will promptly furnish authenticated copies thereof, as well as applicable certificates of conformance and/or compliance acceptable to Company, at the time of, or promptly after, delivery.

    7. Rejection: Products will be received subject to inspection and approval by Company after delivery.  Upon inspection, Company may give Seller notice of rejection or revocation of acceptance, notwithstanding any payment, passage of title, approval, prior test or inspection.  No inspection, approval, test, delay or failure to inspect or test, or failure to discover any defect or other nonconformance, will relieve Seller of any obligations under this Contract or impair or waive any right or remedy of Company with respect to Seller’s performance hereunder.  If, in Company’s judgment, the Products do not conform with the requirements of this Contract, Company will have the right to reject the Products and, in addition to any other rights and remedies it may have, Company may, in its sole discretion: (1) return any or all nonconforming Products to Seller for reimbursement, credit, replacement, or repair as Company may direct; (2) correct, rework, and/or repair the Products with all costs associated therewith to be charged to and paid by Seller; or (3) hold any or all nonconforming Products, at Seller’s risk and expense, for disposal or correction according to Seller’s instructions.  Furthermore, Company may, at its option, reduce the quantity of Products Company is obligated to purchase by the quantity of Products returned to Seller hereunder.  Any Products rejected by Company and returned to Seller will be returned, at Seller’s risk and expense, with the cost of packaging, handling, inspection, examination, transportation and any other costs incidental thereto to be charged to and paid by Seller.  Such Products will not thereafter be tendered to Company for acceptance unless the previous rejection and requirement of correction are disclosed to Company in writing. All such nonconforming Products that are so remedied will have the same warranty as stated in Section 8 from the date of re-delivery.  Acceptance, whether or not it has been revoked, will not release Seller’s responsibility for latent defects, non-conformities, warranty, or other claims.  Nothing in these Terms and Conditions will relieve Seller from the obligation of testing, inspection and quality control.

    8. Warranties: Seller warrants that (1) it has the right to enter into this Contract; (2) its execution of this Agreement will not result in a breach of any other agreements or contracts to which it is a party; (3) no claim, lien, or action exists or is threatened against Seller that would interfere with Company's rights under this Contract; and (4) Products and services provided by Seller do not infringe any privacy, publicity, reputation or intellectual property right of a third party.  Seller further warrants that all Products will be (i) in strict conformance with all applicable specifications, drawings, instructions, data, samples, standards and regulations, (ii)  merchantable, free from defects in design, material and workmanship, (iii) as described and advertised, of good quality, fit for the intended purposes, (iv) composed of all new components, (v) free from all liens, encumbrances and any actual or claimed patent, copyright or trademark infringement, and (vi) manufactured in compliance with all applicable federal, state and local laws, regulations or orders, and agency or association standards or other standards applicable to the manufacture, labeling, transporting, licensing, approval or certification of the Products.  These warranties are in addition to all other warranties, express, implied or statutory, which may be applicable.  Company’s approval of Seller’s design, material, process, drawing, specifications or the like will not be construed to relieve Seller of the warranties set forth herein.  Limitations on Company’s remedies (or disclaimers of warranties) in documents of Seller, or otherwise, will not be effective and are hereby objected to and rejected.  All warranties and other provisions of this Section 8 will survive inspection or acceptance of, payment for, and use of the Products and completion, termination, or cancellation of this Contract, and will run to Company, its customers, successors, and assigns, and to users of the Products.  This Contract will be governed by the Uniform Commercial Code, latest revision, as enacted by the Commonwealth of Pennsylvania, including all warranty protections (express or implied) and all buyer remedies set forth therein.

    9. Intellectual Property: If Company furnishes the design for the Products or requires Seller to prepare a design for the Products, then Company will own all intellectual property rights relating to such design.  If Seller furnishes a pre-existing design for the Products, then Seller will continue to own all intellectual property rights relating to such design.  In the latter event, Seller hereby grants Company a permanent, paid-up, nonexclusive, worldwide, royalty-free license, with a right to sublicense to others, to make, have made, use, and have used, such intellectual property.  Company does not transfer to Seller any patent, trade secret, trademark, service mark, copyright, or other intellectual property right of Company in information, documents, or property that Company makes available to Seller under the Contract, other than the right to use such intellectual property rights to produce and supply Products to Company.  Seller will indemnify, protect, defend or settle (at Seller’s expense), and hold harmless Company, its parents, affiliates, and its and their directors, officers, employees, agents, successors and assigns, customers and the users of Seller’s Products (“Indemnities”) from all liabilities, expenses, suits, claims, actions, demands, judgments, settlements, costs, losses, damages and all other obligations and proceedings, including without limitation all judgments rendered against, and all fines and penalties imposed upon, Indemnities and all attorney fees and any other cost of litigation (collectively “Liabilities”) incurred as a result of actual or alleged infringement of any present or future patent, copyright, trademark, trade secret, or other actual or alleged intellectual property right of any third party arising from Company’s purchase, use or sale of Products supplied under this Contract (i) alone; (ii) in combination by reason of their content, design, structure; or (iii) in combination in accordance with Seller’s recommendations.    In the event of an allegation of intellectual property infringement or if the use or sale of the Products is enjoined, Seller will, at its own expense and at Company’s option, either (i) procure the right to continue using the Products; (ii) make such alterations modifications or adjustments to the Products so that they become non-infringing without incurring a material diminution in performance or function; (iii) replace same with a non-infringing equivalent; or (iv) remove the Products and refund the purchase price and the transportation and installation costs thereof.  Seller’s obligations will apply even though Company furnishes all or any portion of the design and specifies all or any portion of the processing used by Seller.  All such obligations of Seller to indemnify, hold harmless, protect and defend Company are in addition to Seller’s warranty obligations and all other rights or remedies of Company and will survive acceptance and use of, and payment for, the Products, and completion, termination, or cancellation of this Contract. If any settlement requires an affirmative obligation (other than ceasing use of the Product) of, results in any ongoing liability to or prejudice or detrimentally impacts Company in any way and such obligation, liability, prejudice or impact is material, then such settlement shall require Company's written consent and Company may have its own counsel in attendance at all proceedings and substantive negotiations relating to such Liabilities.

    10. Liability and Indemnification: Seller will indemnify, protect, defend or settle (at Seller’s expense), and hold harmless Indemnities from and against all Liabilities arising out of or in any manner connected with personal injury, including death, or property loss or damage to Company or to others (including Seller and employees and invitees of Seller, Seller’s suppliers, distributors, Company and Company employees and invitees) arising out of or in any manner connected with (i)  the production and delivery of, or any defect in, Products supplied hereunder; (ii) any act or omission of Seller; and/or (iii) breach of any representation, warranty or covenant, whether caused by Seller, or a supplier of Seller, or employees or invitees of either of them ,and in each case whether or not caused or contributed to by the fault or negligence of any of the Indemnities.  For the avoidance of doubt, Seller expressly agrees that Seller will indemnify, defend and hold harmless the Indemnities in connection with this Section 10 even if any or all of the Liabilities incurred by any or all of the Indemnities are caused in part by the concurrent negligence of one or more of the Indemnities.  Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity.  Seller agrees to waive and release any rights of contribution, indemnity or subrogation it may have against any of the Indemnities as a result of any indemnity claim asserted by another Indemnities under this Section 10.  Seller, for itself, its successors, assigns and subcontractors hereby expressly agrees to waive any provision of any workers’ compensation act or other similar law whereby Seller could preclude its joiner by Company as an additional defendant, or avoid liability for damages, contribution or indemnity in any action at law, or otherwise where Seller’s or its subcontractor’s employee or employees, heirs, assigns or anyone otherwise entitled to receive damages by reason of injury or death brings an action at law against any Indemnities.  Seller’s obligation to Company herein will not be limited by any limitation on the amount or type of damages, benefits or compensation payable by or for Seller under any workers’ compensation acts, disability benefit acts, or other employee benefit acts on account of claims against Company by an employee of Seller or anyone employed directly or indirectly by Seller or anyone for whose acts Seller may be liable.  In particular, but without altering or in any way limiting the general application of the waiver set forth in the previous sentence, Seller expressly waives application of Section 303(b) of the Pennsylvania Workers’ Compensation Act and Section 35, Article II of the Ohio Constitution and Ohio Revised Code Section 4123.74, as each may be amended from time to time.  The obligations in this Section are in addition to Seller’s duty to provide insurance and will not be altered by any limitation on the amount or type of damages, compensation, or benefits payable by Seller under any Workers’ Compensation Act, U.S. Longshoremen’s and Harbor Workers’ Act, or any other employee benefit act.  Seller’s obligations hereunder will not be limited to the extent of any insurance available to or provided by Seller.

    11. Insurance: Seller agrees to maintain the following types of insurance coverage: (a) Workers’ Compensation Insurance or qualification as a self-insurer to satisfy the laws of the states which have jurisdiction over Seller’s employees.  To the extent permitted by law, Seller’s Workers’ Compensation Insurer or Seller, if self-insured, agrees to waive rights of subrogation against Company; (b) Employers’ Liability Insurance for Bodily Injury per accident with limits of not less than $1,000,000 and Bodily Injury by Disease with limits of not less than $1,000,000 per policy; and (c) Commercial General Liability Insurance for bodily injury, personal injury and property damage, including coverage for products/completed operations and contractual liability, with combined limits of not less than $5,000,000 per occurrence.  Upon Company’s request, Seller will provide Company with written certification, reasonably acceptable to Company, certifying that (a) the required insurance coverages are in effect and will not be canceled or materially changed until thirty (30) days after prior written notice has been delivered to Company, (b) Company is designated as an additional insured on Seller’s Commercial General Liability policy and (c) all of Seller’s insurance identified herein will be primary and not contributory or excess of any other insurance carried by or on behalf of Company.  Seller may satisfy the limits of insurance required herein with any combination of primary and umbrella/excess insurance policies.  The insurance requirements in this Section 11 are separate and distinct from any other obligations of Seller contained herein, and neither the issuance of any insurance policy nor the minimum limits specified herein will be deemed to limit or restrict in any way Seller’s liability arising under this Contract.

    12. Termination: Company may terminate this Contract or any releases issued pursuant to this Contract, in whole or in part, at any time for convenience by giving written notice to Seller.  After receiving written notice of termination, Seller will immediately cease production and delivery of all Products indicated in the notice of termination.  Unless such termination is due to default of Seller or failure of Seller to assure adequate performance, Company will pay Seller, on a pro rata basis, for Products delivered as of the date of termination.  Upon such payment, all finished goods for which Company has paid will become the property of Company and will be released by Seller to Company for pick-up and removal, upon demand.  The provisions of this clause are without prejudice to any other rights or remedies of Company, including those resulting from default by Seller hereunder.

    13. Cancellation: Company will have the right to cancel this Contract, in whole or in part, if the Products are, in Company’s judgment, non-conforming or defective or not delivered as scheduled, or if Seller fails to comply with or fulfill at any time any of the terms and conditions of this Contract, or with Company’s shipping and billing instructions, or if, in Company’s opinion, the credit or ability of Seller to perform this Contract becomes impaired, whereupon Company will have the continuing right to obtain Products from another source, without prejudice to any other rights or remedies of Company and in addition thereto.

    14. Transition of Supply: In connection with termination of this Contract or Company’s decision to change to an alternate source of supply, Seller will cooperate in the transition of supply, including the following (collectively, “Transition Support”): (a) Seller will continue production and delivery of all Products as ordered by Company, at the prices and other terms stated in this Contract, without premium or other condition, during the entire period reasonably needed by Company to complete the transition to the alternate supplier(s), such that Seller’s action or inaction causes no interruption in Company’s ability to obtain Products as needed; (b) at no cost to Company, Seller will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Products and components; and (c) subject to Seller’s reasonable capacity constraints, Seller will provide special overtime production, storage and/or management of extra inventory of Products, extraordinary packaging and transportation and other special services as expressly requested by Company in writing.  If the transition occurs for reasons other than Seller’s breach, Company will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that Seller has advised Company of its estimate of such amounts and obtained Company’s prior written consent prior to incurring such amounts.  Any Transition Support costs incurred by Seller without Company’s prior written consent shall be for Seller’s account.

    15. Payments: Unless otherwise expressly set forth in this Contract, the terms of payment are 2% 30 net 31 days after Company’s receipt of either Seller’s, valid invoice, or the Products, whichever is later.  Seller will promptly submit correct and complete invoices or other agreed billing communications with appropriate supporting documentation and other information reasonably required by Company after delivery of the Products, and Company may withhold payment until a correct and complete invoice or other required information is received and verified.  All cash discounts will be computed from the date of receipt by Company of a valid invoice or receipt of the Products, whichever occurs later.  Cash discounts will be based on the full amount of the invoice, less freight charges and taxes if itemized separately on the invoice.  Delay in receiving valid invoices or Products will be considered good cause for withholding payment without losing cash discount privileges.  Payment by Company of an invoice from Seller does not constitute acceptance of the Products covered by the invoice.  If the production or delivery of Products covered by this Contract may give rise to mechanics’ or other similar liens, payment will not be due and the cash discount period will not commence until Seller has delivered to Company a complete release of all liens arising out of the production or delivery of such Products or receipt in full covering all labor and materials for which a lien could be filed or a bond satisfactory to the Company indemnifying it against any lien.  If payments are required to be made under this Contract by Company in a currency other than USD, Seller will provide Electronic Funds Transfer (EFT) instructions to Company and Company will make such payments to Seller electronically, to the extent permitted by law.  Company will have the right, at any time, to set off and apply against any monetary obligations that Company owes to Seller or any of its parents, subsidiaries or affiliates, any obligations that Seller, or any of its parents, subsidiaries or affiliates, may owe to Company.

    16. Confidentiality: At all times prior to, during, and after the Contract, Seller will (i) maintain the confidentiality of any information disclosed by Company or any of its parents, subsidiaries, affiliates, customers, and contractors, whether or not identified as “confidential” upon disclosure (“Confidential Information”); (ii) not disclose or permit the disclosure of any Confidential Information to any person other than its employees for whom such knowledge is essential for performance of a Contract; and (iii) not use Confidential Information except for performance of a Contract.  Seller will immediately notify Company of any disclosure of any Confidential Information that is not permitted by this Contract or other misuse of any Confidential Information or breach of this Contract.  Without limiting the direct liability of Seller’s employees and others who may have received Confidential Information directly or indirectly from Seller, Seller will be responsible for the disclosure or other misuse of Confidential Information by Seller’s employees and others, and Seller will immediately take such steps as may be necessary to terminate any continuing disclosure or misuse by any of Seller’s employees and others of which Seller becomes aware.  Company makes no representation or warranty of any kind, express or implied, with respect to any Confidential Information.  Company may, at its sole discretion, elect at any time, by written notice to Seller, to terminate Seller’s further use of Confidential Information for any purpose.  Upon receipt of such notice, Seller will, and will cause Seller’s employees to, promptly cease all further use of Confidential Information, return to Company all physical materials containing Confidential Information, whether the materials were originally provided by Company or copied or otherwise prepared by Seller or any Seller employee, and erase or otherwise destroy any Confidential Information kept by Seller or any Seller employee in electronic or other non-physical form.  Such termination by Company will not affect Seller’s continuing obligations in this Section 16.  Seller agrees that no information disclosed by it to Company will be confidential unless due notice thereof is given in advance to and accepted by Company in writing.

    17. Liens: Seller warrants that no lien, encumbrance or security interest will be filed by Seller or anyone claiming under or through Seller against Company, Company’s property, or the Products furnished under this Contract.

    18. Independent Contractor/Safety: Seller is and will remain an independent contractor of the Company.  No employee, agent, or representative of Seller or its subcontractors will be deemed to be an employee of Company.  Seller will provide all safeguards, and take all precautions necessary in connection with the production and delivery of the Products sold hereunder to prevent the occurrence of any accident, injury, death, loss, or damage to any person or property, and will be solely responsible therefore.  Seller warrants that all Products delivered hereunder will be produced and delivered in a safe, proper, and workmanlike manner and in compliance with all applicable codes, regulations, laws, standards, specifications and Company requirements concerning safety, performance and otherwise, including, without limitation, any work or services related thereto performed on premises controlled by Company.

    19. Assignment: Neither this Contract, nor Seller’s rights and obligations hereunder, are assignable by Seller without the prior written consent of Company.  No such consent or assignment will release Seller or change Seller’s liability to perform all of its obligations under this Contract.  Any attempted assignment without the prior written consent of Company will be null and void.

    20. No Violation of Law: Seller and the Products will comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies) of destination or that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or certification of the Products, including, but not limited to those relating to environmental matters, data protection and privacy, wages, hours, and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety.   Upon request, Seller will furnish Company with certificates of compliance therewith.  Unless this Contract is otherwise exempted by law, Seller will comply with Executive Order 11246, as amended by Executive Order 11375 (Equal Employment Opportunity) the Rehabilitation Action of 1973, the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, the Americans with Disabilities Act, as they have been or may be amended from time to time, and regulations implementing such statutes; and any similar state and local laws and ordinances and the regulations implementing such statutes.  If requested by Company, Seller will furnish to Company an executed Certificate of Non-segregated Facilities.  Seller warrants that the Products delivered hereunder were produced at facilities complying with all applicable provisions of the Occupational Safety and Health Act and applicable regulations under that Act and agrees to, upon request, provide Company with all explanatory and factual information needed to verify such compliance and to enable Company to comply therewith, and with any other laws and regulations applicable hereto.  Seller further warrants that it will comply, where applicable, and without limitation, with all orders, standards, and regulations of the National Highway & Transportation Safety Administration, Federal Aviation Administration, Environmental Protection Administration, Food and Drug Administration, Consumer Product Commission, and Occupational Safety & Health Act Administration.

    21. Limitation on Use of Payment: No money, property or thing of value received by Seller under or pursuant to this Contract may be offered or used, directly or indirectly, to influence improperly or unlawfully any decision, judgment, action or inaction of any official, employee or representative of any government or agency or instrumentality thereof, or of any other person or entity, in connection with or relating to the subject matter of this Contract or any supplement or amendment hereto.  It is the intent of Company and Seller that no payment or transaction shall be made during the term of this Contract that is illegal, improper or is intended to unduly or improperly influence any third party, including without limitation, extortion, kickback or bribery.  If Seller breaches the terms of this section, Company may immediately terminate this Contract without any liability.

    22. Environment, Health, Safety and Security: If Seller, either as principal or by agent or employee, enters upon the property of Company, Seller agrees to comply with Company’s rules and regulations, including its environmental, health, safety and security rules and regulations.

    23. Hazardous and Dangerous Goods and Materials: Seller warrants: (1) that any chemical substance or mixture delivered to Company pursuant to this Contract is on the Toxic Substance Control Act inventory or that the premanufacture notice requirements thereof have been satisfied and such chemical substance or mixture is lawfully available for sale and use; (2) that chemical substances or mixtures delivered hereunder will be properly packaged with all appropriate warning labels, instructions for use, and notices, and that, if such chemical substances or mixtures are supplied in bulk, Seller will provide Company with an adequate supply of such warning labels, instructions, and notices for use in Company’s facilities; (3) that Seller will supply with, or before, delivery, and at any other time upon Company’s request, all information known to Seller with respect to potential hazards, including possible toxic or harmful effects, related to the handling, use, storage, disposal, or transportation of any chemical substances or mixtures delivered hereunder, and any precautions that should be taken to eliminate or reduce to a minimum such hazards; and (4) that Seller will ascertain and furnish all information about Products required by Company to comply with all safety-related laws and regulations (including, without limitation, those relating to applicable right-to-know laws and occupational safety and health acts), and with laws and regulations regarding composition, ingredients, or otherwise, including promptly furnishing to Company upon written request a list of all ingredients therein and the amounts thereof and information concerning any changes in such ingredients thereafter.  Seller agrees that it will, upon Company’s request, accept the return of unused toxic or hazardous chemical substances or mixtures delivered to Company pursuant to this Contract.  Unless approved in writing by Company’s location manager prior to shipment, Seller will not deliver any Products containing asbestos in a content exceeding the local regulatory level or 1% by weight of the Product, whichever is less.

    24. Import/Export Compliance: Seller warrants that all sales made hereunder are or will be made at not less than fair value under the United States Anti-Dumping Law (19 U.S.C. Sec. 160 et. seq.).  Company will not be a party to the importation of the Products, the transaction(s) represented by the Contract will be consummated subsequent to importation, and Seller will neither cause nor permit Company’s name to be shown as “Importer of Record” on any customs declaration.  Transferable credits or benefits associated with the Products, including trade credits, export credits, or rights to the refund of duties, taxes, or fees, belong to Company unless otherwise prohibited by applicable law.  Seller will provide Company with all information and records relating to the Products necessary for Company to (i) receive these benefits, credits, and rights, (ii) fulfill any customs obligations, origin marking or labeling requirements, and certification or local content reporting requirements, (iii) claim preferential duty treatment under applicable trade preference regimes, and (iv) participate in any duty deferral or free trade zone programs of the country of import.  Seller will be responsible for strict compliance with all legal, regulatory and administrative requirements associated with any importation or exportation of Products, including obtaining any required licenses or approvals and, unless otherwise agreed between the parties elsewhere in this Contract, the payment of all associated duties, taxes and fees.

    25. Duty Drawback: Upon request of Company, Seller will cooperate with Company in seeking any duty drawback available to Company in connection with export by Company of any Products imported by Seller and provided to Company under this Contract, or incorporating, or manufactured by Company from, such Products. Without limitation, Seller will (i) provide all information with respect to such imported Products necessary to complete any such drawback claims to be filed by Company, including U.S. Customs Service entry numbers, dates of entry, quantities and description of goods, customs values, and rates and amounts of customs duties paid by Seller, and (ii) execute applicable certificates of delivery and other documents as necessary in connection with Company’s drawback claims.

    26. Labor Contracts: Seller will notify Company of any labor contract expiration date at least six months before the expiration of a current labor contract that has not been extended or replaced.  Company may thereafter direct Seller in writing to manufacture up to 30 days of additional inventory of the Products, specifying the quantities of Products required and any packaging and storage requirements.  Seller will use commercially reasonably efforts to comply with Company’s written instructions prior to the expiration of the current labor contract and until the current labor contract has been extended or a new contract completed.  By authorizing the additional inventory, Company commits to buy the entire quantity of conforming Products requested and produced.  Seller is responsible for carrying costs and any additional costs of manufacture.

    27. Changes: Company may, at any time, in writing, make changes to the general scope of this Contract, and Seller will continue performance of this Contract as so changed.  If any such change causes an increase or decrease in the cost of, or time required for, the performance of Seller’s obligations under this Contract, an equitable adjustment will be made to the price or delivery schedule, or both, and this Contract will be modified in writing accordingly.

    28. Electronic Commerce: Supplier acknowledges that Company currently uses, or will in the future use, an electronic "business to business" framework to facilitate the transmission of Key Documentation relating to the purchase of Products hereunder.  For purposes of this provision "Key Documentation" means purchase orders, order confirmations, advanced shipping notices (ASN), change orders, invoices and other similar documentation which form a part of the Contract.  Supplier acknowledges and agrees that (i) it has in place currently, or will implement as soon as possible after execution hereof, the system designated by Company to facilitate transmission of Key Documentation electronically, and (ii) Key Documentation transmitted hereunder by such methods will not be deemed invalid solely because they have been transmitted or executed electronically. To the extent required by Company, each authorized representative of a party will adopt a unique, verifiable digital identification consisting of symbols or codes to be transmitted with each electronic transmission, and use of such digital identification will be deemed for all purposes to constitute a “signature” and will have the same effect as a signature on a written document.

    29. Notifications: Seller agrees to immediately notify Company of any actual or possible safety problems with the Products delivered hereunder.  Seller also agrees to give Company reasonable advance notice of potential material shortages, insolvency or other matters that might delay or interfere with its performance of this Contract.

    30. Company’s Property and Parts: All property of any kind supplied to Seller, or paid for, by Company will be and remain Company’s property, and Seller will maintain such property in good condition and repair, except to the extent that such property is integrated into Products delivered hereunder.  Materials or parts provided by, or on behalf of, Company which have been, or are to be, processed by Seller are consigned to Seller solely for purposes of such processing and remain Company’s property.  All Company property, while in Seller’s custody or control, will be held at Seller’s risk, free of all liens, encumbrances or security interests of Seller or third parties, and will be kept insured by Seller at Seller’s expense in an amount equal to replacement cost with loss payable to Company.  All property of the Company is subject to removal by Company at any time, and to return upon Company’s request.  Seller will assume all risk of death or injury to persons or damage to property arising from use of Company’s property.  Company does not guarantee the accuracy of any Company property or the availability or suitability of any property furnished by it.  Seller assumes sole responsibility for inspecting, testing and approving all of Company’s property supplied by Company prior to any use by Seller.

    31. Force Majeure: Neither party shall be in default for any delay or failure to perform its obligations under this Contract if caused by an extraordinary event beyond the reasonable control without its fault or negligence; provided that any delay or failure to perform caused by default of a supplier of Seller at any lower tier must be beyond the reasonable control of both Seller and such supplier without the fault or negligence of either and items to be furnished must not be obtainable from other sources in sufficient time to permit Seller to meet the delivery schedule, and provided further that Seller furnishes prompt written notice of any delays or non-performances (including its anticipated duration) after becoming aware that it has occurred or will occur.  If Seller is unable to perform for any reason, Company may purchase the Products from other sources and reduce its purchases from Seller accordingly without liability to Seller.  Within three business days after written request by the other party, the non-performing party will provide adequate assurances that the non-performance will not exceed 30 days.  If the non-performing party does not provide those assurances, or if the non-performance exceeds 30 days, the other party may terminate the Contract by notice given to the non-performing party before performance resumes.

    32. Background/Credit checks: Seller, at its own expense, will have background and credit checks performed on each employee that it plans to assign to work on the Company’s premises.  Seller will comply with all applicable C-TPAT security criteria as issued and updated by the U.S. Customs and Border Protection Agency from time to time.  Seller will provide Company with documentation of such compliance upon request.

    33. Shipping: Unless otherwise provided in the Contract: (i) all shipping, drayage, demurrage, storage, insurance, packing and related charges will be paid by Seller; (ii) all Products will be packed, marked and shipped in accordance with the requirements of the common carriers in a manner to secure the lowest transportation costs consistent with the requirements hereof; (iii) packing slips identifying the purchase order number, release number and part number must accompany each shipment; (iv) Seller will mark each package with the Contract number, and where multiple packages comprise a single shipment each package will be shown on packing slips, bills of lading, and invoices; (v) in the event that Company is obligated to pay for shipping, Seller will be responsible for all extra charges incurred because of Seller’s failure to follow Company’s shipping instructions, including those related to delivery schedules, whether or not Seller’s liability for general damages is excused under other provisions of the Contract; (vi) Seller will mark the Products, packaging and packing as instructed by Company and in accordance with the standards of the Uniform Commercial Code; (vii) Seller will pay all express and other charges necessary to expedite delivery to enable Seller to meet the delivery schedule; (viii) Seller will ship all late shipments by express or other priority methods of delivery at its expense; and (ix) Seller will issue to Company advance shipping notices as requested by Company.

    34. Delivery: Time and quantity are of the essence.  Delivery must be on the date indicated, if any, and otherwise as requested by Company.  If the Contract is identified as a “Blanket” Contract or if no delivery schedule is provided, deliveries are to be made only in quantities and at times specified in releases or other instructions from Company.  Company will have no liability for payment of Products delivered to Company which are in excess of quantities specified in the Contract or in releases and Company may return over shipments to Seller at Seller’s expense for all packing, handling, sorting and transportation charges.  Company may, from time to time, change delivery schedules or direct temporary suspension of scheduled shipments.  Company will be responsible for additional costs of expedited or other special transportation that Company may require as a result of changes to its firm releases or delivery schedules to the extent that (i) such changes were not caused by Seller, and (ii) Company can recover such costs from its own customers. 

    35. Company Name/Logo: Seller may not use the Company’s name and/or logo in any manner other than as may be identified in this Contract without first obtaining written permission from Company.

    36. Other Provisions: This Contract is governed by the laws of the Commonwealth of Pennsylvania, excluding its laws related to choice or conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply.  Any and all disputes between the parties that may arise pursuant to this Contract will be heard and determined before an appropriate arbitrator, federal, or state court located in Pittsburgh, Pennsylvania. The Seller acknowledges and agrees that any such court will have the jurisdiction to interpret and enforce the provisions hereof and/or an arbitrator’s judgment, and the Seller waives any and all objections that it might otherwise have as to personal jurisdiction or venue in any of the above tribunals. Company’s failure to assert any right is not a waiver of such right or any other right. Any remedies provided herein to Company are cumulative and in addition to any other remedies provided in law or equity or by statute.

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