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Please retum contract to your
NWNA Sales Manager or mail to:
Nestl6 Waters North America
Attn: TammieSchwartzkopf
Address: 10335 Argonne Woods Drive - Suite 200
City: Woodridge, IL 60517
Email: Tammie.Schwartzkopf@waters.nestle.comA Oivmon ot lrhrtl. Watrri t{orth &rrrrr tnc
Nestl6 Waters North America Inc. Sales and Service Agreement
Ready Refresh by Nestl6 Sales and Service Agreement
This Sales and Service Agreement (the "Agreement") is entered into on the Effective Date (as defined below) by and between
Customer (as defined below) and Nestl6 Waters North America Inc., (*NWllA") a Delaware corporation with its principal place of
business at 900 Long Ridge Road, Bldg. 2, Stamford, CT 06902-1138.
Customer:
I.ocation:
Point of Contact:
Effective Date:
Expiration Date:
Payment Terms:
Village of OakBrook
1200 Oak Brook Drive
Oak Brook, IL 60523
Rania Serences
November 15,2018
December 31,2019
Net 30 Days
Created Price List
11/14/2018 OZK―USD
Product
Code
Product Price
005 Water - 5 Gallon Water - Ice Mountain $4.49 Each Bottle
253 Water - 5 Gallon Water - Nestle Pure Life $4.49 Each Bottle
504 Cooler Rental一 Hot and Cold―White $1.99 Each
Cooler Per Month
505 Cooler Rental一 Hot and Cold―Black $1.99 Each
Cooler Per Month
417 Cups - 9oz, Clear Plastic - SO/Sleeve S3.29 Each Sleeve
255 Cups - 9oz Clear Plastic - 1,000/Box S39。99 Each Box
Delivery Fee SO.00 Each
866 Professional Cooler Cleaning $59.99 Each Cooler
Vcr:04/2018Page I of7
READY REFRESH SALES AND SERVICE AGREEⅣEENT TERDIS AND CONDITIONS
WHEREAS, NWNA manufactures and distributes certain
bottled beverages, dispensers and certain other products;
WHEREAS, Customer desires to become a customer of
NWNA's ReadyRefreshsM Home and Office delivery services.
ACCORDINGLY, the parties agree as follows:
1. SCOPE: READYREFRESH: Customer will purchase
NWNA's brands of beverages and other related products (the
"Products") as described above, or as Customer may order
from time to time. NWNA may lease to Customer dispensers,
coolers, filtration systems and other equipment (the
"Equipment") as agreed above, or as Customer may order from
time to time, as applicable. This Agreement is subject to the
ReadyRefreshsM Terms and Conditions which can be found at
htps://www.readyrefresh.com/terms-conditions, which may
be updated from time to time, and which are incorporated
herein by reference. Capitalized terms used in this Agreement
and not otherwise shall have the same meaning given as set
forth in the ReadyRefreshsM Terms and Conditions. To the
extent of any conflict between this Agreement and the
ReadyRefreshsM Terms and Conditions, the terms of this
Agreement shall prevail.
2. TERM OF AGREEMENT: This Agreement shall begin
on the Effective Date and unless canceled by either party on
30 days'prior written notice, shall continue to December 31,
2019.
3. REPRESENTATIONS AND WARRANTIES: Each
party hereby represents and warrants to the other that (i) it has
the power and authority to enter into this Agreement and to
grant the rights granted to the other party hereunder including,
without limitation, the use by the other party of its trademarks,
trade names and logos as set forth herein; (ii) the execution and
delivery of this Agreement have been duly authorized by all
necessary parties; (iii) this Agreement constitutes legal and
binding obligations and is enforceable in accordance with its
terms; (iv) this Agreement is not in conflict with, and will not
cause an event of default under, any other agreement to which
it is a party; and (v) it shall comply with all federal, state and
local laws, statutes, regulations and ordinances affecting or
relating to its respective activities under this Agreement.
4. PRICE GUARANTEE: Except as otherwise set forth,
pricing for bottled water products contracted herein will not be
subject to change within six (6) months from the Effective
Date, provided Customer maintains the same or substantially
similar level of volume, services, and delivery locations. If
Customer materially changes the volume, services, or delivery
locations during the Initial Term, or any extended term,
NWNA reserves the right to adjust its relevant pricing terms
and guarantees. After that date, Equipment rent (if applicable),
cleaning services (ifapplicable and as described in Section 9)
and prices for the Products may be changed by NWNA with
thirty (30) days' notice. Any price increase during the balance
of the Initial Term will not exceed NWNA's then current
regular non-introductory prices. Except as otherwise set
herein prices of commodities such as coffee, cocoa, sugar,
paper and related products will be reviewed on a regular basis
and are subject to increase at any time.
Page 2 of 7
5. EOUIPMENT RENTAL: If Customer requests, I{WNA
will lease to Customer, and Customer will pay NWNA lease
payments for the Equipment. Customer acknowledges that this
is a true lease, Customer has no equity or ownership rights in
the Equipment. NWNA will install the Equipment, as
applicable, at Customer's address provided by Customer to
NWNA. If Customer's negligence, abuse or misuse causes
damage requiring repair or replacement, Customer will
pay NWIIA all such costs on demand. The Equipment and
multi-gallon bottles ("Bottles") are, and will at all times be,
NW-NA's sole and exclusive property, and Customer will have
no right, title or interest except as provided in this Agreement.
Customer can purchase the Equipment only if Customer and
NWNA agree in writing and Customer assumes responsibility
for all repair or replacement costs, unless specified in an
applicable warranty, if any. Customer will use the Equipment
and the Bottles only for NWNA's Products and will not reuse
or refill the Bottles for any purpose whatsoever. Unless
otherwise agreed to in writing by the Parties, if Customer
wishes to exchange the Equipment for reasons not related to
functional defects, Customer agrees to an additional $74.99
replacement fee (the'T.{on-Defect Equipment Replacement
Fee") for each piece ofequipment that is exchanged. If, upon
NWNA's inspection of the Equipment, it is determined that the
Equipment is in working condition, then the Non-Defect
Equipment Replacement Fee will be applied to Customer's
account.
EOUIPMENT INSTALLATION: If Customer is using
NWNA's Point of Use Water Filtration Equipment (the "POU
System"), then NWNA will provide standard installation of
the POU System. This includes one hour of labor and the
installation of the equipment (included within 25 feet of the
water/drain source; beyond that distance the cost will be
charged to Customer as per NW NA's established price list) and
damage caused solely by NWNA's faulty installation or
equipment failure of the POU System while it is in Customer's
location; provided, however, that NWNA shall not be
responsible for damages caused by Customer's negligence,
willful misconduct or breach of this Agreement. Customer
shall be responsible for providing approval for installation,
including but not limited to drilling holes, connections to
plumbing, access to the POU System for servicing and
removal of the POU System. Customer agrees that the POU
System and related installation components remain the
property of the NWNA and may be removed by NWNA at the
end of this Agreement. Use of copper or other material
specified by the Customer, or installations that require that
NWNA contract with third party vendors, may result in
additional installation or service fees. Any early termination of
the Agreement by Customer will also result in a charge of $ I 50
for the installation and removal costs to allow NWNA to
recover those costs. NWNA on a periodic basis will maintain
the POU System. This does not include external cleaning of
unit. Non-scheduled or emergency service as well as any
replacement parts will be billed in accordance with NWNA's
established service pricing.
6。
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7. THIRD-PARTY VENDORS: NWNA may enter a third
party relationship with a third party vendor which may service
Customer on behalf of NWNA under the terms of this
Agreement from time to time.
8. NWNA EMPLOYEE BACKGROTJND CHECKS:
NWNA represents and warrants that it conducts certain pre-
employment background screenings to its employees which
include but may not be limited to: (i) felony and misdemeanor
record searches; (ii) national criminal background searches;
and (iii) 5 panel 3 cup drug screenings with MRO or its
substantial equivalent.
9. ADDITIONAL CLEANING SERVICE: As set forth on
Exhibit A, attached hereto and made a part hereof, NWNA
recommends that water dispenser(s) be professionally cleaned
every three months. If Customer requests, NWNA or its
assigned third party vendors, if applicable, will clean the
Equipment at Customer's address provided by Customer to
NWNA at an agreed upon time and place and at a price
determined by NWNA and accepted by Customer (the
"Cleaning Service"). If Customer elects to have the Equipment
cleaned by NWNA, the Cleaning Fee set forth in Exhibit A
shall be per unit cleaned per cleaning cycle. Customer
acknowledges that, as part of the Cleaning Service, NWNA
may bring to and use on Customer's premises chemicals or
other materials that may be hazardous to human health, may
cause damage to the premises, or may cause damage to
equipment owned or possessed by Customer. By requesting
the Cleaning Service, Customer permits NWNA to use these
chemicals and materials in the premises where the Cleaning
Service will be performed.
10. ADDITIONAL OFFICE COFFEE SERVICES: If
Customer purchases the Additional Office Coffee Services,
then Customer agrees to exclusively purchase coffee, allied
products (including creamer, sugar, cocoa, teas, etc.) from
NWNA for use with each coffee brewer that is leased under
this Agreement. Customer agrees to purchase a minimum of 2
cases of coffee or $50 in allied products (including creamer,
sugar, cups, teas, etc.) per brewer. If Customer does not
purchase the minimum of 2 cases of coffee or $50 in allied
products per brewer, then Customer will be charged a $25.99
Coffee Service Fee per delivery. Prices of commodities such
as coffee, cocoa, sugar, paper and related products will be
reviewed on a regular basis and are subject to increase at any
time.
11. USE OF LEASED EOUIPMENT. INCLUDED
EOUIPMENT AND NWNA'S BOTTLES: Customer will at
all times operate and maintain the Equipment and Bottles in a
safe, sanitary and proper manner in accordance with NWNA's
policies, including but not limited to cleaning the Equipment
periodically and at least once every three months, as outlined
in the NWNA-approved guidelines. Customer will (i) not
remove the Equipment from Customer's location without
NWNA's prior written consent, (ii) not alter the Equipment in
any manner, (iii) permit only NWNA or its assigned third party
vendors to repair the Equipment, (iv) noti$/ NWNA
immediately if the Equipment or any Bottles are stolen, lost,
damaged or destroyed, and (v) keep the Equipment and Bottles
free and clear of, and promptly notiff the NWNA of, any
levies, liens and encumbrances. Customer agrees and
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acknowledges that NWNA may enter Customer's premises at
reasonable times to inspect and repair the Equipment and to
deliver or pick up the Bottles.
12. DISPUTES AND SERYICE9: (a) In the event Customer
requires repair services or other related requests, such requests
shall be made by calling the NWNA's customer service
number, which shall be provided by the NWNA Account
Manager. In such cases, all service requests will be handled
within three business days. NWNA may, at its option or
Customer's request, replace defective Equipment with a
comparable reconditioned unit if it deems that repair is not
feasible on location. (b) In the event that the Customer is
dissatisfied with the servicing of the Equipment listed herein,
the Customer agrees to attempt a resolution with the Customer
Service Department of NWNA. If the dispute is not resolved,
the Customer agrees to notiry the NWNA Account Manager
for further assistance. (c) If Customer thinks that any invoiced
amount is incorrect, it shall follow the instructions listed on the
back of its invoice, which include but are not limited to
submitting its dispute to NWNA's Customer Service
Department by phone or in a written letter. All disputes must
be submitted no later than thirty (30) days after the date of the
fust bill on which the error or problem fust appeared.
Customer is obligated to pay the parts of the invoice that are
not in question.
13. DEFAULT BY CUSTOMER: NWNA'S REMEDIES:
Customer will be in default if: (a) it fails to pay any amount
when due (subject to any properly notified bona fide dispute);
(b) it fails to perform or violates any other term or condition of
this Agreement and fails to cure such violation within ten (10)
days after the occurrence; (c) it abandons or abuses the
Equipment or the Bottles; or (d) there is a voluntary or
involuntary institution of a proceeding in bankruptcy against
the Customer. Upon any default, NWNA will have the right to
exercise any or all of the following cumulative remedies and
any other rights or remedies it may have at law or in equity: (i)
terminate this Agreement without relieving Customer of its
accrued and continuing obligations; (ii) declare immediately
due and payable as liquidated damages and not as penalty, all
outstanding charges and restocking fees plus the balance of the
Equipment, if applicable; and (iii) repossess the Equipment
and Bottles, Customer waiving notice, legal process, or
liability for trespass or other damage; or, (iv) NWNA may
declare the Equipment a total loss, and Customer will pay
NWNA its replacement value. Customer will pay all of
NWNA's costs associated with Customer's default, including
all reasonable collection and attorneys' fees.
14. CHARGES. SURCHARGES. FEES AI\D DEPOSITS:
Customer will pay all charges for the Products, Equipment,
purchased equipment, and all applicable surcharges, taxes and
fees, including, without limitation, (a) all Bottle deposits up to
$10 per Bottle and account deposits up to $100; (b) any
applicable delivery fees of up to $10.00 per delivery; (c) the
Skip Fee, if applicable; and (d) all applicable State bottle
deposits and redemption value on any free and purchased
Products upon Customer's receipt of NWNA's invoice.
I\IVNA may change its administrative, surcharges or other
charges or deposit fees at any time with prior notice to
Customer. If Customer does not pay any charge within thirty
(30) days of the invoice date, Customer will pay NWNA the
greater of (i) a late fee not to exceed $20 per month, or (ii)
Vcr:04/2018
interest of 1.5% per month on any unpaid amount from the
invoice date until paid. Ifthe late fee or interest rate exceeds
the maximum rate allowed by law, the late charge will be equal
to such maximum rate. Customer will make all payments due
without set-off, counterclaim or defense. Payment of invoice
by Customer is an acknowledgment of acceptance and
delivery. In the event that Customer qualifies as a tax exempt
organization under the United States Internal Revenue Code,
it will provide any required documentation as reasonably
requested by NWNA.
16. RISK OF LOSS: HOLD HARMLESS:
Customer shall be responsible or its own negligent acts of any
kind and with regards to the risk of loss or damage to the
Equipment and Bottles in the Customer's possession provided;
however, that the Customer may utilize any defenses it may
possess under Illinois law. To the extent that Customer is
found to be liable, it will to the full extent permitted by law,
indemnify, defend and hold NWNA, its parent, affiliates,
offrcers, directors, employees and agents harmless from any
such loss, damage, liability, cost, fine or expense, including
without limitation, reasonable attorneys' fees, incurred by
such parties in connection with its specified limited obligations
under this Agreement. This provision will survive termination
or expiration of this Agreement. NWNA shall indemnifu and
hold Customer, its officers, employees and agents harmless
against any and all liability, loss, damage, cost, or expense of
whatever kind (including attorneys' fees) and actions brought
by third parties, arising out of the negligence of NWNA."
17. ASSIGNMENT: Customer may not directly or indirectly
transfer any of its rights under this Agreement and will not
allow any third parfy to take possession of the Equipment or
bottles without NWNA's prior written consent. Customer will
keep the Equipment and Bottles free and clear of levies, liens
and encumbrances and will promptly noti$ Lessor of any
third party seizure, levy, lien, or encumbrance regarding the
Equipment or Bottles.
18。NOTICE: All notices required or perllmtted to be given
hereunder shall be in writing and personally delivered oi sentnereunoer snall be rn wntmg and personally
by United States registered or certified mail,by United States registered or certified mail, postage prepaid,
return receipt requested, addressed to the parties at the
addresses set forth above with a coDv addressed to Nestl6
matter hereof and supersedes all prior and contemporaneous
agreements and undertakings of the parties with respect to the
subject matter hereof. This Agreement may not be modified
except by written instrument executed by both parties.
above with a copy addressed to Nestld
21. COLINTERPARTS: This Agreement may be executed
in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and
the same instrument.
22. CONFIDENTIALITY: The terms of this Agreement as
well as all information regarding the business operations,
policies and practices of each party (the "Confidential
Information") acquired or learned in connection with this
Agreement shall be deemed confidential and shall be kept in
strict confidence by the other party. The term Confidential
Information, as used herein, does not include any information
that (i) was lawfully in a party's possession prior to any
disclosure by the other party or (ii) is or becomes generally
available to the public other than as a result of disclosure in
violation of this Agreement. Upon termination or expiration
of this Agreement, any Confidential Information of either
party held by the other party shall be returned to the disclosing
party.
23. GOVERNING LAW: VENUE: JI.JRISDICTION:
ARBITRATION: This Agreement is governed by the
substantive laws of the state of Illinois, excluding its conflicts
of law provisions. Any dispute arising under, in connection
with, or incident to this Agreement or about its interpretation
will be resolved exclusively through confidential arbitration
administered by the American Arbitration Association
(AAA). The A.IA.A rules are available at www.adr.org. The
arbitrator will conduct hearings, if any, by teleconference,
written submissions, or in person at a mutually agreed
location. If no location can be mutually agreed upon, the
arbitrator or the AAA will determine a reasonably convenient
location. The parties agree to arbitrate solely on an individual
basis, and that this agreement does not permit class arbitration
or any claims brought as a plaintiff or class member in any
class or representative arbitration proceeding. The arbitrator's
award shall be binding and may be entered as a judgment in
any court of competent jurisdiction. In no event shall the
arbitrator be entitled to award either party exemplary, treble or
any other form of punitive damages against the other,
regardless of the claims raised. In the event, a claim proceeds
in court rather than arbitration, each party agrees to waive any
right to a jury trial. To the extent Customer has in any manner
violated or threatened to violate Nestl6 Waters North America
Inc.'s intellectual property rights, Nestl6 Waters North
America Inc. may seek injunctive or other appropriate relief in
any state or federal court, and you consent to exclusive
jurisdiction and venue in such courts.
24. FORCE MAJEURE: If either party is prevented from
complying with any of the terms or provisions of this
Agreement by reason of fre, flood, storm, strike, lockout or
other labor trouble, riot, war, rebellion, accident or other acts
of God, then upon written notice to the other party, the affected
provisions and/or requirements of this Agreement shall be
suspended during the period of such disability. If the disability
continues for more than ten days, the non-disabled party shall
have the right to terminate this Agreement, and neither party
Waters North America Inc., Attention: General Counsel,
Legal Department, 900 Long Ridge Road, Buildng 2,
Stamford, CT 06902 and to such other addresses as may be
supplied in writing by one party to the other. Notice shall be
deemed given when received as evidenced by the return
receipt or the date such notice is flrst refused, ifthat is the case.
19. SEVERABILITY: If any provision of this Agreement is
held invalid, the remainder of this Agreement will not be
invalidated or affected.
20. ENTIRE AGREEMENT: This Agreement (including
any and all exhibits and schedules hereto) constitutes the entire
agreement between the parties with respect to the subject
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shall thereafter have any further rights or obligations
hereunder provided that Customer shall provide NWNA
payment for already delivered products or equipment.
25. NO WAMR: Any failure by either party to enforce a
provision of this Agreement does not waive that party's rights
to enforce that provision on another occasion, unless the
waiving party waives its rights for another occasion in a
writing signed by the waiving party.
Page 5 of7
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written.
CUSTOMER:
Tit
Da
Fa
NWNA:
Sales Manager:
Zone Sales Manager:
Reference Number:
Tammie Schwartzkopf
Joe Kohnke (General Manager)
c4c #P-00021005
For Internal Use
Page 6 of ?
Refresh
-@
Exhibit A: Professional Bottled Water Disoenser Cleanine Service
ReadyRefresh recommends that you have your water dispenser(s) professionally cleaned every three months. ReadyRefresh
Professional Cleaning Service is available in most geographies for customers with rented or customer-owned water dispensers. Check
for availability in your area. Our dedicated ReadyRefresh Technicians use professional-grade cleansers and equipment to ensure that
your water dispenser is thoroughly cleaned and properly dispenses our great-tasting bottled water.
- Professional Cleaning Service is convenient, reliable, and you can tust that your dispensed water is of high quality.
- We use specialized cleansers to service all parts that come in contact with water, including delicate internal parts.
- Just make an appointment that fits your schedule, and we'll take care of the rest.
"Professional Water Dispenser Cleaning Service (PCS)" standard pricing:
PCS fee: $59.99 per dispenser Code: #866
*Please note, customers not taking advantage ofour Professional Cleaning Service are responsible for regular dispenser cleaning every
three months.
Water dispenser self-cleaning steps:
Getting ready:
- Unplug the dispenser from its power outlet. Remove the empty water bottle from the dispenser.
Cleaning:
- Fill the reservoir with clean, boiled water. Let the water cool.
- Wearing rubber gloves, use a clean scrub brush or cleaning pad to gently clean the reservoir and baffle (the white plastic piece that
sits in the reservoir).
- Drain the water in the dispenser completely by pressing down on the dispensing levers.
- Wipe the outside of the dispenser, including the faucets.
- Drain the reservoir completely.
Finishing up:
- Place a new full bottle of water on top of the dispenser unit.
- Press down on the hot water lever until water flows freely from the faucet.
Plug in the power cord and, in less than an hour, your hot and cold water will be ready to use.
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