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1. ADHERENCE TO SPECIFICATIONS.
Supplier shall ensure that all goods supplied by it to Safeway meet the
specifications of Safeway
(Specifications) applicable to such goods specifications will be provided by
Safeway to Supplier from time to time and referenced in purchase orders placed by
Safeway; such Specifications shall remain in effect until Safeway amends its
Specifications and delivers such amended Specifications to Supplier. Specifications
shall not be altered, changed, modified, deviated from, or waived except as
approved in writing by an officer of Safeway at the level of Vice President or above.
Failure by Supplier to meet Specifications may result in Safeways removal of
Supplier from Safeways approved supplier program.
2. RIGHT TO REJECT.
Any goods from Supplier that do not strictly comply with applicable Specifications
may be rejected by Safeway in accordance with the terms of the Continuing
Commodity Guaranty and Indemnity Agreement (CCG) between Safeway and
Supplier. The determination of whether goods comply with Specifications shall be in
Safeways sole discretion.
Supplier represents and warrants to Safeway that it has programs in place to ensure
Supplier compliance with the Good Agricultural Practices (GAPs) and Good
Manufacturing Practices (GMPs) as described in the Food and Supplier Parties shall
disclose Confidential Information to Supplier Parties only to the extent such persons
have a need to know such information in connection with the performance of
Supplier's obligations under its supply arrangements with Safeway.
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During the term of any supply arrangements between Safeway and Supplier,
Safeway, or its designated representative, shall have the right, at periodic intervals
and during reasonable business hours, to (1) examine all records of Supplier insofar
as they relate to the supply arrangements between Supplier and Safeway; and (2)
inspect, analyze and test (including, but not limited to, cutting) Suppliers goods and
means and methods of production of goods. Such audit, inspection and testing
rights of Safeway shall include rights of access to fields, packing houses,
manufacturing facilities and any other facilities owned or operated by Supplier or by
third parties who handle or otherwise manage Suppliers goods.
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At any time and from time to time, at Safeways request, Supplier shall, at
Suppliers expense, conduct quality attributes tests in accordance with Safeway
standards and methodology. Supplier shall report the results of such tests to
Safeway in writing.
7. GENERAL.
This Agreement is in addition to and not in lieu of the CCG between Safeway and
Supplier and the parties acknowledge and agree to remain bound by the CCG in
accordance with its terms; provided, however, that any breach by Supplier of the
terms of this Agreement shall permit Safeway, at its sole option, to terminate any
other agreements between the parties regarding the supply of goods or to remove
Supplier from any approved supplier program. Execution of this agreement by the
parties does not create any obligation on the part of Safeway to purchase goods
from Supplier or of Supplier to supply goods to Safeway. As applicable, the General
Terms of the CCG shall apply to this Agreement; provided, however, that this
Agreement shall be governed by the law of California, exclusive of the conflicts of
law provisions thereof, to the extent that goods are to be delivered outside of the
United States.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective ___
day of
_______________, 200__.
SAFEWAY INC.
By: _________________________________
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Consumer Protection
By: _____________________________________
(Signature)