This form covers Concord Enterprises Inc, and is separate from any warranty given to the customer, or any insurance coverage wich may exist. No modifications are made to this form without prior written approval from Concord Enterprises Inc Legal Department.
The undersigned, (“Vendor”), a (state whether a corporation,partnership or proprietorship), having its principal office and place of business at , in order to introduce Concord Enterprises Inc, its subsidiaries and affiliates (“Buyer”) to buy from time to time Vendor’s products (“Products”), and for other and further considerations, hereby warrants, guarantees, represents, certifies and agrees as follows:
1.That all Products will comply with all specifications contained in covering purchasing orders, will conform to all samples delivered to Buyer, and are not adulterated, misbranded, falsely labeled or advertised, or falsely invoiced within the meaning of any applicable local, state, or federal laws and regulations and amendments thereto.
2.That with regard to all the Products sold, or to be sold to Buyer by Vendor, for which safety standards have been or will be issued, amended or continued in effect under any applicable laws or regulations, reasonable and representative tests as prescribed by the Customer Products Safety Commission, the Food and Drug Administration, the Federal Trade Commission, or other governmental authorities have been performed which show that the Products, at the time of their delivery to Buyer, conform to the standards, rules or regulations applicable thereto, and that all Products furnished or to be furnished by Vendor to Buyer have been or will be produced and delivered in compliance with all regulations, including, without limitation, the Fair Labor Standards Act of 1938, the Tariff Act of 1930, the Lanham Act, the Flammable Fabrics Act and all labeling acts.
3.To protect, defend, hold harmless, and indemnify Buyer from and against any and all claims, actions, liabilities, losses, royalties, damages, cost and expenses, including attorneys fees, arising out of any actual or alleged infringement of any patent, trademark or copyright by all Products sold to Buyer, or arising out of any actual or alleged death of or injury to any person, or damage to any property, or any other damage or loss by whomever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in said Products, whether latent or patent, including actual or alleged improper construction or design of said Products, the failure of said Products to comply with specifications, or with any express or implied warranties of Vendor or arising out of any actual or alleged violation, in the manufacture, possession, use or sale of said of said Products, of any law, statute, or any governmental administrative order, rule or regulation, excepting only such claims, actions or cost based solely and directly on alterations or modifications done to the Products by Buyer.
4.That all Products sold or delivered to Buyer shall be genuine and not counterfeit. A counterfeit Product is one on which a spurious trademark, which is identical to or substantially indistinguishable from a genuine trademark, is used.
5.That in the event any claim, action, or proceeding is made or stated against the Buyer, which is based on any matter included in or covered by this Indemnity Agreement, Vendor will indemnify and hold Buyer harmless from such claim, action or proceeding against Buyer, including, without limitation, all costs, expenses and attorney’s fees. In addition, Vendor will accept the return from the Buyer of any of the Products affected by the claim, action or proceeding then in possession of the Buyer, and will refund in full any amount theretofore paid for such Products, and Vendor will additionally reimburse Buyer for Buyer’s costs and expenses incurred in connection with making this return. If such Products are seized, confiscated or impounded, or are otherwise not available to Buyer for shipment, because of the commencement of an action or proceeding covered or referred to herein, then Buyer may assign its rights to such Products to Vendor instead of delivering such Products to Vendor.
6.Buyer will notify Vendor in the event of any claim, suit or action referred to herein. The rights and remedies granted Buyer herein are in addition to any rights provided in other documents or by law. Unless both parties otherwise agree in writing, any controversy or claim arising out of or relating to this Agreement, any interpretation thereof or breach thereof, shall be settled by arbitration in the City of Los Angeles, California, before the American Arbitration Association under the rules of the American Arbitration Association then obtaining. The parties consent to the jurisdiction and venue of the Superior Court of the State of California, or any other California court or proper jurisdiction, for all purposes, including enforcement of the arbitration agreement and proceedings and entry of any judgment on any award, and further consent that any process or notice of motion may be served, either personally or by mail outside the State of California; provided a reasonable time for appearance is allowed.
In witness whereof, the Vendor has caused this Indemnity Agreement to be executed by its duly authorized representative this day of year .
Vendor Business Name: ___________________ Authorized signature:___________________ Print Name: ___________________ Title:___________________ Witness: ___________________
