Installation Guide

compliance. Supplier hereby waives use of the Statute of Frauds as a defense to the SBA or any PO accepted pursuant to this SBA.
14.5 Severability. If any part or parts of this SBA are held to be invalid, the remaining parts of this SBA will continue to be valid and
enforceable.
14.6 Survival. Upon termination or expiration of this SBA, all provisions contained herein shall continue in effect as to disputed matters
connected with this SBA until fully resolved as shall all provisions contained herein that are either expressly, or by their nature, meant to
survive termination or expiration of this SBA, including without limitation Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and this Section 14.
14.7 Governing Law. This SBA and any PO hereunder and all disputes arising out of the parties relationship will be governed by and
construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles.
14.8 Audit Rights. Supplier shall maintain copies of all POs, invoices and other documentation related to the Merchandise and
Supplier's compliance with Applicable Laws and Standards as may be necessary to evidence its compliance with the terms of this SBA.
At any time prior to the fifth (5th) anniversary of the final payment made by HDPA to Supplier under this SBA, HDPA or its designated
representative shall have the right to examine and audit Supplier's business records, including without limitation sales and cash flow
records, upon not less than five (5) business days prior notice and during Supplier's normal business hours, with respect to any and all
matters that relate to (a) HDPA's payment under this SBA (b) Supplier's compliance with its obligations under this SBA, including without
limitation the SRG and Applicable Laws and Standards, , or (c) Supplier's general financial condition.
14.9 Product Displays. Unless otherwise agreed to by HDPA in writing, HDPA shall not be obligated to return to Supplier any signage,
display, in-store fixture or other tangible material delivered by Supplier to HDPA or funded by Supplier for use in connection with the
promotion, display and presentation of Merchandise (the "Displays"). All Displays shall conform to the requirements of the SRG and
with all Applicable Laws and Standards. Unless otherwise agreed to in writing by HDPA, all costs associated with the assembly and
construction of the Displays will be borne by Supplier, regardless of which party performs such tasks.
14.10 Estimates and Forecasts. If HDPA provides any estimates or forecasts of its needs, the estimates and forecasts are non-binding.
HDPA will not be liable for any actions taken by Supplier or costs borne by Supplier based on any estimates or forecasts.
14.11 Independent Contractor. The status of Supplier will be that of independent contractor, and Supplier and its employees will not be
deemed employees or agents of HDPA. None of the terms set forth in this SBA will be construed as creating a partnership, joint venture,
agency, master-servant, employment, trust, or any other relationship between HDPA and Supplier or any of their employees.
14.12 Related Agreements. To the extent that these Terms and Conditions are signed or otherwise acknowledged after the execution of
any additional written agreements regarding the relationship between HDPA and Supplier (including, without limitation, agreements
related to exclusivity obligations, strategic purchase, marketing, advertising, rebate, product development etc.) (collectively, "Related
Agreements"), such Related Agreements are not intended to be superseded by this SBA and shall continue in full force and effect as
written. No alleged oral agreement may qualify as a Related Agreement.
14.13 Entire Agreement. The SBA and the Related Agreements together represent the entire agreement between HDPA and Supplier
with regard to HDPA's purchase, offer of sale, sale or rental of Merchandise. Except to the extent set forth above in Section 14.11, the
SBA supersedes all prior negotiations, representations or agreements, whether written or oral, as to the subject matter contained herein.
No oral orders shall be considered part of the SBA, nor binding unless documented in a written PO. No changes or modifications to the
SBA are permitted unless made in writing and signed by the authorized party sought to be bound. For purposes of HDPA, only officers
of the organization are authorized agents.
Invitation Type:New Vendor 12/23/20 19:44:50
SBA# 48946_1
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