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Exhibit 10.23
MASTER DISTRIBUTION AGREEMENT
THIS MASTER DISTRIBUTION AGREEMENT (the "AGREEMENT") is made as of the __ day of
December 1999 by and between U.S. Foodservice, Inc., d/b/a U.S. Foodservice(TM),
a Delaware corporation with its principal place of business located at 9755
Patuxent Woods Drive, Columbia, MD 21046, on its own behalf and on behalf of its
subsidiaries ("USF"), Nathan's Famous Systems, Inc. ("NFSI"), Nathan's Famous
Operating Corp. ("NFOC"), NF Roasters Corp. ("NFR"), and Miami Subs Corp.
("MSC"). As used in this Agreement, the term "CUSTOMER" is meant to refer to
NFSI, NFOC, NFR, and MSC, individually, together, and in any combination. The
Customer maintains its principal offices at 1400 Old Country Road, Westbury, NY
11590.
RECITALS:
A. WHEREAS, Customer owns and operates, and grants franchises to third
parties to own and operate, restaurants under the marks "Kenny Rogers Roasters",
"Miami Subs", and "Nathan's Famous";
B. WHEREAS, USF operates a food distribution business;
C. WHEREAS, USF wishes to be designated as a "Master Distributor" to
perform a substantial portion of the purchasing, warehousing, and distribution
functions for food and related non-food products for Customer's "Kenny Rogers
Roasters", "Miami Subs", and "Nathan's Famous" restaurant systems (the
"SYSTEMS"), and in turn, Customer wishes to so designate USF, all on the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the agreements and promises herein
contained, and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties agree as follows:
AGREEMENT:
1) THE APPOINTMENT.
a) Customer hereby appoints USF as its Master Distributor in the
United States, and USF hereby accepts such appointment. In
connection therewith, Customer agrees to purchase from USF,
and USF agrees to purchase, warehouse, sell and distribute to
Customer and to the Systems certain products in accordance
with the terms and conditions contained herein.
b) Customer agrees to designate to its franchisees that USF is
Customer's principal Master Distributor for food and related
non-food products (the "PRODUCT(S)") at "Kenny Rogers
Roasters", "Miami Subs", and "Nathan's Famous" restaurants
(collectively, the "RESTAURANTS"). As used in this Agreement
the term "FRANCHISEE(S)" refers to a franchisee or licensee
operating one or more Restaurants pursuant to a franchise
agreement or license agreement from NFSI, MSC, and/or NFR.
Also, as used in this Agreement, the term "COMPANY-OWNED
UNIT(S)" refers to a Restaurant owned and operated by the
Customer.
c) An initial list of the Restaurants to be serviced by USF are
outlined on ATTACHMENT A. USF agrees to render service under
the Master Distributor Program outlined in Attachment A to any
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Restaurant in the U.S., so long as the operator of that
Restaurant (whether the Customer or a Franchisee) meets the
requirements (e.g., payment on time and in accordance with
credit standards) set out in this Agreement.
d) USF understands and agrees that:
i) Franchisees are permitted to buy Products from USF or
another source that has been approved by the Customer;
ii) The prices and other terms set out under this Agreement
shall be offered to Franchisees, who shall be able to
purchase Products under the terms of the program outlined
in this Agreement or who may purchase the same Products
from USF or on terms and conditions more favorable to the
Franchisee (provided that Franchisee and USF mutually
agree);
iii) Purchases made by Franchisees for Restaurants shall count
toward the volume levels established under this Agreement
(notwithstanding Section 1.d.ii above);
iv) The Customer does not guarantee that it will operate any
particular number of Company-Owned Units;
v) The Customer makes no representations, is not responsible
for, does not guarantee, and shall not be in any manner
whatsoever responsible for its Franchisees' decision to
purchase (or not purchase) Products in any quantity;
vi) Even though there are references to volumes in this
Agreement and the attachments, there have been no
representations or guarantees made regarding the sales
volume to be anticipated; and
vii) Except as specifically provided in Section 5.d below, the
Customer does not guarantee, and shall not be responsible
for, its Franchisees' financial obligations to USF or any
other party.
2. PRODUCTS.
a) Product Categories. USF shall sell to Franchisees and Customer's
Company-Owned Units (together, the "OPERATOR(S)") those Products
ordered by the Operators and that are within the categories of
products listed in Section 4 below, and such additional
categories of products as USF and the Customer may agree to in
writing (collectively, "SPECIFIED PRODUCTS"). With respect to the
categories of products to be distributed to Operators, USF offers
a wide variety of Private and Signature Brand Products that offer
quality and value. A list of these items can be found on
ATTACHMENT B.
b) Specified Products. USF will maintain an appropriate inventory of
all Specified Products under the following conditions:
i) Customer purchases from USF a minimum of five (5) cases
per week per item, per warehouse or twelve (12) turns per
year, per Distribution Center. (This requirement shall not
apply to parmesan cheese, feta cheese, chicken philly,
logo'ed sub bags, placemats, and deli paper.)
ii) A minimum of thirty (30) days written notice is required
for new products to be brought into USF inventory for
distribution. Every effort will be made to expedite
special request with a shorter turnaround notice.
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iii) Customer will notify USF at least fourteen (14) days in
advance of special promotions that may cause unusual or
excessive demand on inventory.
iv) If USF does not presently transact business with a
supplier/packer designated by Customer, a complete
Continuing Guaranty and Indemnity Agreement from that
supplier/packer is required before any product is brought
into inventory. This process may take up to sixty (60)
days. The current insurance requirement under the
Continuing Guaranty and Indemnity Agreement of $2,000,000
is intended to protect Customer and USF from costs
associated with product defect and other third party acts
or omissions.
v) USF will purchase Specified Products only from Customer
and/or manufacturers approved by the Customer ("APPROVED
SUPPLIERS"), and the arrangements between Approved
Suppliers and Customer will be honored by USF. If
Customer has contracts with a given manufacturer for
products not stocked by USF, Customer will give
consideration (in Customer's sole and absolute
determination, taking into account such matters as
customer preference and previous association of any
particular product with the Restaurants in the respective
System(s)) to similar products stocked by USF (but
Customer shall have no obligation to buy such products),
provided that the stocking manufacturer will equalize the
pricing (moreover, nothing in this Agreement shall
require Customer to violate the terms of any agreement
Customer has with a manufacturer).
c. Proprietary or Special Order Products. At Customer's direction,
USF will maintain an appropriate inventory of proprietary or
special order products ("SPECIFIED PRODUCTS") under the following
circumstances:
i) USF may obtain Specified Products only from the Customer
and/or Approved Suppliers, as directed by Customer.
Customer will be responsible for the disposition of items
showing no movement for thirty-five (35) days ("DEAD
INVENTORY"), if USF has sent Customer adequate prior
written notice that there is Dead Inventory. If such Dead
Inventory is not distributed within ten (10) days
thereafter, and the Dead Inventory is in good condition,
USF will be reimbursed for any loss on the cost of said
product that is returned to vendors or disposed of in any
manner other than distribution through normal channels.
If said product is distributed through normal channels,
the normal mark-up will apply. Customer will be
responsible for re-stocking charges or freight cost
incurred.
ii) In the event this Agreement is terminated, Customer will
remain liable for proprietary or special order products
purchased at its direction. In such instance, Customer
will coordinate the transfer of such products to the new
distributor, or make full payment to USF for such
products, within thirty (30) days after the last delivery
to Customer.
iii) During each year of the Term during which this Agreement
is effective, USF agrees to purchase from NFSI an annual
minimum of Four Hundred Fifty Thousand Pounds (450,000)
pounds of Nathan's brand hot dogs ("BRANDED FRANKS") for
resale pursuant to NFSI's "Branded Product Program" (the
"PURCHASING COMMITMENT"). Purchases of Branded Franks by
Bradlee's department store shall not count toward USF's
Purchasing Commitment. USF and NFSI agree that each of
the following terms shall apply to the Purchasing
Commitment and USF's sale of hot dogs to Branded Product
Program:
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(1) If USF purchases more than the Purchasing Commitment in
any one year, the excess of the amount purchased over the
Purchasing Commitment shall be credited towards the
subsequent year's Purchasing Commitment.
(2) If this Agreement is terminated by USF prior to the
Expiration Date other than due to Breach (as defined
below) by NFSI (and assuming that the Purchasing
Commitment as applied towards the Term of the Agreement
has not otherwise been satisfied), USF shall, within
thirty (30) days following the termination date, pay to
NFSI an amount equal to the following: sixty-five cents
($0.65) times the difference between the amount of Branded
Franks actually purchased during the year in which
termination occurs and the Purchasing Commitment for such
year.
(3) If this Agreement is terminated by USF prior to the
Expiration Date for Breach by NFSI, or if this Agreement
is terminated by NFSI for any reason, USF shall have no
further obligation with respect to the Purchasing
Commitment. USF will notify NFSI, in writing, of the last
shipment date.
(4) USF agrees to complete its Purchasing Commitment for the
first year of the Term of this Agreement no later than
March 24, 2000. Thereafter, the Purchasing Commitment will
be met in full-year increments (from one anniversary of
this Agreement to the next anniversary) over the course of
the remaining years of the Term of this Agreement. On or
before March 24, 2000, USF shall either: (a) completed its
Purchasing Commitment for the first full year of this
Agreement; or (b) paid NFSI the Differential Payment
(calculated as below) in addition to the purchases of
Branded Franks, if any, completed before March 24, 2000. A
sale will be only considered completed for the purpose of
this Section 2(c)(iii)(4) if the payment is made to NFSI
on or before May 1, 2000. The term "DIFFERENTIAL PAYMENT"
is intended to mean:
Purchasing Commitment for 2000
- Purchases of Branded Franks
Completed by March 24, 2000
____________________________
Subtotal
X (sixty-five cents) $0.65
____________________________
= Differential Payment
Following either satisfaction of the Purchasing Commitment
for the first year of the Term or payment of the
Differential Payment by USF to NFSI, USF shall have no
further obligation with respect to the Purchasing
Commitment for the first year of the Term of this
Agreement
(5) At the end of the first Year of this Agreement, the
parties shall reconcile the amount of Branded Franks for
which purchases were completed during the first Year
compared to the Purchasing Commitment. If USF completed
its Purchasing Commitment during the first Year of the
Agreement, then NFSI shall refund any Differential Payment
USF may have paid.
(6) All offers and sales of hot dogs by USF shall be conducted
pursuant to the terms of the "Branded Product Program
Agreement" and BPP Distribution Agreement set forth as
Attachments [B(1) and B(2)] to this Agreement.
d. Customer will be required to complete the New Product/Special
Order Notification and Agreement attached hereto as Attachment C
for all proprietary or special order products.
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e. Substitutions. If a Specified Product is out of stock or
otherwise can not be delivered to an Operator as ordered, the
following procedures shall be followed:
i. A Designated Substitute Product shall be delivered to the
Operator. A "DESIGNATED SUBSTITUTE PRODUCT" is a product
identified by Customer's designated representative as a
permissible substitution for a specified Product.
ii. If there is not a Designated Substitute Product for the
Specified Product ordered (or the Designated Substitute
Product is unavailable), a product of like or greater
quality will be delivered. Only if a Designated Substitute
Product or a product of like or greater quality cannot be
delivered and upon prior consent from the Operator, will a
product of lesser quality be delivered. USF will obtain the
Operator's permission as to all acceptable substitutions.
iii. In the event of any substitutions, USF shall promptly
contact the Operator and advise the Operator of the
substitutions. Any substitutions other than a Designated
Substitute Product shall only be made with Operator's prior
approval.
iv. All substitutions will be made at the same category mark-up
percentage if the substitution is a result of increased
movement without notification fourteen (14) days prior to
increased movement from the Customer. Should USF fail to
have adequate inventories to meet the Customer's normal
usage requirements, substitute products will be sold at the
same or less cost of the approved item.
v. USF shall re-ship out-of-stock Specified Items and critical
items by sending the out-of-stock item to the unit(s)
affected within twenty-four (24) hours, if necessary by
reputable overnight delivery service (e.g., FedEx).
f. Title and Risk of Loss. Title to all goods shall pass upon
delivery to the Operator's receiving dock and acceptance by the
Operator's authorized representative, subject to rejection of
certain items by notation on the invoice. All deliveries may be
checked in jointly by the driver of the delivery vehicle and the
Operator's authorized representative, both of whom shall note on
the invoice any shortages and damaged or rejected goods. The
Operator shall have forty-eight (48) hours from the time of
delivery to notify USF: (i) of any concealed damage or rejected
goods; or (ii) with respect to products not jointly checked in, to
note any shortages, damages, or rejected goods. USF shall ensure
that all billings reflect all shortages and damaged or rejected
goods noted on the invoice. The Operator shall make arrangements
through USF order department for any goods to be returned to USF.
USF shall issue a receipt to the Operator for any goods picked up
for return to ensure that Customer receives a proper credit
therefor. USF shall bear all risk of loss, damage, or destruction
until title passes to the Operator.
g. USF shall distribute Products only to Restaurants that are
approved by the Customer and, upon the Customer's written request,
USF agrees to immediately discontinue the distribution of Products
to any and all parties as directed by the Customer.
3. SERVICE ARRANGEMENTS. USF shall maintain and operate an order entry
system (the "OES") for processing orders, deliveries, and credit
memoranda. Procedures with respect to the "OES" are included as
ATTACHMENT D hereto. In addition:
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a. USF and each Operator shall mutually agree upon a delivery
schedule for the Operator.
b. USF's OES through USF's Customer units service departments or
USF's direct order entry system provides complete order
information, including confirmation and reservation of
inventory as well as notification of out of stock products,
prior to completion of an order.
c. A next day or skip-day order delivery schedule will be
mutually determined by USF and each Operator to achieve
optimum service levels.
d. USF must deliver to each unit within one (1) hour of the
pre-arranged and mutually-agreed upon delivery window. USF may
not deliver to any unit between the hours of 11AM and 2PM
(local time).
4. PRICING STRUCTURE.
a. Cost. The price of Products sold to the Operators shall be
such that USF will derive a margin on sell equal to seven and
one-quarter percent (7.25%). The margin on sell is to be
derived using USF's invoice cost. The term "invoice cost" as
used in this Agreement is defined as the manufacturer's
(supplier or packer) delivered cost or f.o.b. unit price plus
normal freight (as hereinafter defined) to USF's distribution
center, less off-invoice discounts or off-invoice allowances.
Invoice cost shall not be adjusted for, and Customer shall not
be entitled to, promotional allowances, cash discounts, prompt
pay discounts, growth programs or any other supplier
incentives; provided that Customer (and, where applicable,
Operators) shall have the sole right to collect such financial
benefits (including without limitation rebates, advertising
support payments, program payments) as may be provided for
(and as may be negotiated in the future) under arrangements
between Customer and any such vendors). Normal freight is
defined as manufacturer or common carrier published rates
charged to deliver similar quantities of product for similar
distances. It is expressly acknowledged and agreed that USF
may utilize its internal logistics or branch generated
back-haul program, provided that freight cost charged to
Customer does not exceed normal freight (as defined above).
Where manufacturers handle their own freight, actual freight
invoiced cost will be used.
b. Price Guarantees and Adjustments.
1. Except as in the next sentence, pricing will be
guaranteed for each entire month, with prices to take
effect on the first calendar day of each month.
Exceptions to monthly pricing will include eggs,
dairy, fresh produce, oil and oil based products,
seafood, meat, poultry and other items mutually
deemed as commodity in nature, which will be priced
weekly.
2. In the event extreme or volatile market conditions
develop, USF may request pricing consideration from
Customer.
3. Price increases and decreases will be limited to the
amount of cost change and/or freight changes only.
Any proposed increase in price on proprietary and
specified products must be as negotiated and approved
by Customer.
5. FINANCIAL. Credit terms for Customer corporate units are net 30. All
payments should be received 30 days from the date of invoice.
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Any Franchisee buying from USF under the terms of this Agreement shall
be required to complete a credit application. Credit terms for
Franchisees will not exceed net 30 days, subject to ongoing credit
approval. Franchisees not qualified for credit will be shipped on a
C.O.D. basis.
Notwithstanding anything contained herein or in any other agreement to
the contrary, to the extent there is any change in the creditworthiness
or financial capabilities of the Customer or any of its franchisees, or
to the extent the Customer or any of its franchisees experience other
circumstances which affect their ability to meet the payment terms
established hereunder, as determined by USF in its good faith
discretion, USF shall have the right to change credit terms as needed.
a. Volume Growth Incentives and Initial Payment. In recognition
of the services that Customer has provided (including without
limitation setting up the distribution arrangement outlined
under this Agreement), as well as the obligations undertaken
under Section 5.d below, USF agrees to make the following
payments:
1. Within thirty (30) days following each annual anniversary
of the date on which the first order placed under this
Agreement was shipped by USF to the Operator (the
"ANNIVERSARY DATE"), USF shall pay to Customer a volume
incentive equal to one percent (1.00%) of the portion of
the prior year's total annual sales that exceeded the
previous year's total annual sales (the "VOLUME
INCENTIVE"). The base year sales amount (i.e., the amount
of purchases deemed as the basis for determining any
Volume Incentive to be earned during Year 1 of this
Agreement) shall be the current volume of annual sales
purchased by Restaurants and distributed through USF's
distribution centers located in California, Pennsylvania,
Nevada, Indiana, Connecticut and Oregon from January 1,
1999 through December 31, 1999.
2. In addition, within thirty (30) days after the end of
every month during the term of this Agreement, USF shall
pay Customer a secondary volume inventive in an amount
equal to one-quarter or one percent (0.25%) of the total
sales during the preceding month.
b. In connection with the Volume Incentive, USF agrees to pay to
Customer, within thirty (30) days following the initial
shipment of product as provided for herein, a payment equal to
Two Hundred Fifty Thousand Dollars ($250,000) (the "INITIAL
PAYMENT"), which amount represents an advance of the amount
anticipated to be earned as a portion of the Volume Incentive.
The amount of the Initial Payment shall be deducted by USF
from any subsequent payment of the Volume Incentive earned by
Customer. The Initial Payment shall be earned at the rate of
one percent (1%) of sales made to Restaurants and shall be
fully-earned at such time, if any, when the aggregate amount
of USF's sales to the Restaurants equals Twenty-Five Million
Dollars ($25,000,000). If this Agreement is terminated (other
than by USF without cause) before the Initial Fee has been
fully-earned, as described above, then Customer shall refund
the unearned portion of the Initial Fee to USF within thirty
(30) days after the effective date of termination.
c. USF understands that information about the Customer can be
obtained by reviewing the NFI financial statements that are
publicly-available from the U.S. Securities and Exchange
Commission ("SEC") and on the SEC's website at
http://www.sec.gov.
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d. Miami Subs Guarantee. In order to induce the current Miami
Subs Franchisees to do business with USF, USF agrees to extend
credit to those Franchisees operating Miami Subs restaurants
on the date of this Agreement ("MS FRANCHISEES") on the same
terms and conditions as are being offered to said Franchisees
by their current distributor (the "SAME CREDIT TERMS", as
described in ATTACHMENT D to this Agreement). The following
provisions shall apply to said terms:
(i) MSC shall only be obligated to extend the Same Credit
Terms to the MS Franchisees for the first six (6)
weeks following the date of this Agreement.
(ii) MSC will guarantee to USF the payment obligations of
the MS Franchisees for said MS Franchisees' purchases
of Products from USF during the first six (6) weeks of
this Agreement, excluding any interest and/or
penalties (the "SIX WEEK GUARANTEE").
(iii) At the end of the first year of this Agreement, MSC
shall pay USF the amount, if any, necessary to pay the
balance due on all sums due from MS Franchisees for
Products purchased during the Six Week Guarantee.
(iv) USF shall use commercially reasonable efforts to
diligently collect all balances due from MS
Franchisees to which the Six Week Guarantee applies.
(v) USF shall apply payments made by MS Franchisees to the
oldest invoice first.
(vi) USF shall provide MSC, each month, with such written
reports as MSC may reasonably request relating to
obligations that are subject to the Six Week
Guarantee.
6. ACCOUNT MANAGEMENT.
a. Personnel.
(vii) USF will assign a Corporate Account Manager to
coordinate the management of Customer's needs.
(viii) USF will also appoint a division Chain Account Manager
to coordinate activities and ensure program integrity
at the unit level.
(ix) Each participating division will assign a
non-commissioned telephone Customer Service
Representative to Customer.
(x) USF's corporate headquarters in Columbia, Maryland
will serve as a resource for all divisions involved in
this program.
b. Program Review. The parties shall conduct a quarterly,
semi-annual and/or annual review (as requested by the
Customer) to discuss and monitor the implementation of this
program and evaluate ways of improving its day to day
operation and achieving additional operational and cost
efficiencies. Participants in such reviews shall include
Customer's designated representative and USF's National
Account representatives, together with other representatives
of both parties as mutually agreed.
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c. MIS Capabilities. USF agrees to generate and make available to
Customer certain reports concerning USF's sales of the
Products and purchase/sale of Branded Franks.
Various computer generated reports are available to Customer
utilizing USF's data programs and formats. Three such reports
are described below and may be printed on a monthly and/or
quarterly basis.
* PRODUCT USAGE
Ranks products ordered and shipped in descending
dollar sales. Provides number of cases
ordered/shipped, total dollar sales and average
delivered price of each product. Amount totals are
summarized.
* PRODUCT USAGE BY VENDOR
Provides a recap of products shipped and the
associated vendor. Products are sequenced in
descending dollar sales with the number of cases
ordered/shipped reported.
* MIS REPORTS
* Product usage by Restaurant
* Monthly cost report by Item
* A report showing price changes as they occur
* A quarterly case volume report by specific
vendor by product
* A monthly BPP sales report by location and
dollars
7. PRICE VERIFICATION. USF extends price verification privileges to the
Customer's management. Price verification will be scheduled at a time
that is mutually agreed upon by both parties. The following procedures
apply to a price verification:
a. Customer will provide USF with at least four (4) weeks written
notice to include:
i. All products to be verified; and
ii. Time period for price verification, i.e., previous
month or previous week, depending on product in
question, not to exceed previous three (3) months.
b. Price verification is limited to twice annually and is limited
to twenty-five (25) items per verification.
c. Customer will keep confidential that information provided by
USF that is, in fact, confidential.
d. Credit memos for any adjustments determined by a price
verification process will be processed at Customer's direction
within one (1) week. Details of this procedure are listed in
ATTACHMENT E hereto.
8. TERM AND TERMINATION.
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a. The "TERM" of this Agreement shall commence on the Effective
Date and shall continue for a period ending December 31, 2004,
unless sooner terminated in accordance with the provisions of
this Agreement.
b. Upon the occurrence of a Breach (as defined below) of this
Agreement, the non-breaching party may terminate this
Agreement, at its option and upon written notice of
termination to the breaching party, and except as provided
herein, may seek any and all remedies available at law or in
equity in connection with the Breach; provided, that the
breaching party shall have thirty (30) days (but only ten (10)
days for defaults with respect to payments) after receipt of
said notice of termination within which to remedy and cure the
default to the reasonable satisfaction of the non-breaching
party and, if said remedy or cure is so completed within the
thirty-day (or ten-day) period, termination at that time shall
be avoided.
c. A Breach of this Agreement is defined as USF's or Customer's,
as the case may be, failure to perform any material term,
covenant or agreement contained herein or in any document or
instrument delivered pursuant to or in connection with this
Agreement, which failure continues uncured for thirty (30)
days (but only ten (10) days for defaults with respect to
payments) after written notice of such failure has been
delivered by the non-breaching party; provided, however, that
if such failure has previously occurred during the preceding
six (6) months, the cure period shall be fifteen (15) days
(but only ten (10) days for defaults with respect to
payments).
d. Customer or USF may terminate this Agreement with sixty (60)
days written notice, without cause.
9. CONFIDENTIALITY. USF and Customer agree that all information as to
source, quantity, and price of goods and services shall be maintained
in confidence and not be released to any private third party (other
than a Franchisee, as well as each party's professional advisors) for
any reason whatsoever other than pursuant to a validly issued subpoena
from a court or governmental authority having jurisdiction over the
party, pursuant to the rules, regulations or requirements of any state
or federal agency or department or pursuant to a discovery request made
under applicable court rules and to which the party is required to
respond.
10. WARRANTY AND LIMITATION OF LIABILITY. USF shall use reasonable efforts
to obtain warranties or representations from its suppliers that the
goods to be furnished hereunder are pure, unadulterated, and of first
rate quality and that they shall be merchantable and fit for the
ordinary purpose for which they are intended. EXCEPT AS SPECIFICALLY
SET FORTH IN THIS SECTION 10, ALL WARRANTIES, GUARANTEES, AND
REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, WHETHER ARISING UNDER ANY
STATUTE, COMMON LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. USF SHALL IN NO WAY BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR
RELIANCE DAMAGES, EVEN IF USF IS ADVISED OF THE POSSIBLITY OF SUCH
DAMAGES.
11. PRODUCT STANDARDS
a. Products shall be received, inspected, handled, stored,
retained, shipped, and delivered by USF in strict compliance
with all requirements of applicable local, state, and federal
laws. Upon its receipt of any citation issued by any
governmental or other regulatory authority
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(or of process of citation issued by any court of law or
equity) which might result in an interruption in service to
any Restaurant, USF shall immediately provide both oral and
written notice thereof to the Customer and to all Restaurants
that may be affected thereby.
b. USF shall promptly submit to the Customer (or to an
independent laboratory, if so requested by the Customer), in
accordance with a testing schedule established from
time-to-time by the Customer, samples of any of the Products
handled by USF or samples of any ingredients or components
thereof.
c. The Customer (or its designated agents) shall have the right
(at the Customer's sole cost and expense) to inspect any
facilities and any delivery vehicles used by USF, at all
reasonable times, and with prior notice to USF (which may be
given in writing or by telephone, but which must be given not
less than three (3) hours before any such inspection). USF
shall fully cooperate with the Customer in connection with
such inspections. If the Customer invokes such right to
inspect, the Customer shall hold harmless and defend USF, its
employees, officers, directors, and agents from any and all
claims, losses, costs and expenses, including reasonable
attorneys' fees, relating to injuries sustained or damage
caused by the Customer, its agents, or its employees, while
conducting any such inspection, except to the extent caused by
the negligence or willful misconduct of USF.
d. USF agrees to defend, indemnify and hold harmless the
Customer, its Franchisees, and their respective past, present,
and future officers, directors, employees, and agents, from
all claims, demands, losses, damages, liabilities, costs and
expenses (including reasonable attorneys' fees) resulting
from, or alleged to have resulted from injury, illness, and/or
death to the extent such injury, illness, and/or death is
caused by the negligence and/or willful misconduct of USF,
unless (and then only to the extent) such injury, illness,
and/or death is caused by the Customer, its Approved
Suppliers, or Franchisees. The Customer shall advise USF in
the event the Customer receives notice that a claim has been
or may be filed with respect to a matter covered by this
indemnity and USF shall be given the opportunity to assume the
defense thereof at USF's sole expense. If USF fails to assume
such defense, the Customer may defend, settle, and litigate
the action in the manner it deems appropriate in its sole
discretion, and USF shall pay to the Customer all costs
(including reasonable attorneys' fees) incurred by the
Customer in effecting such defense, in addition to any sum
which the Customer may pay by reason of any settlement or
judgment against the Customer. The Customer's right to
indemnity hereunder shall exist notwithstanding that joint or
several liability may be imposed upon the Customer by statute,
ordinance, regulation, or judicial decision.
11
<PAGE> 12
e. USF shall maintain, during the entire term of this Agreement
(and for such period thereafter as is necessary to provide the
coverages required hereunder for events having occurred during
the term of this Agreement), comprehensive liability
insurance, including adequate product liability coverage for
damage, injury, and/or death to persons and for damage and/or
injury to property. All such insurance policies shall contain
a provision that the Customer and its Franchisees be an
additional insured party thereunder, and that the Customer and
its Franchisees shall be entitled to recover under said
policies on any loss occasioned to the Customer, its
Franchisees, or their respective servants, agents, or
employees. USF shall promptly provide the Customer with
certificates of insurance evidencing such coverage and each
certificate shall indicate that the coverage represented
thereby shall not be cancelled nor modified until at least ten
(10) days prior written notice has been given to the Customer.
f. If it is deemed necessary by either the Customer or any of the
Approved Suppliers to recall from USF and/or from the
Restaurants any quantity of any of Products, either as a
result of failure of such Products to satisfy the proprietary
manufacturing specifications issued to Approved Suppliers by
the Customer (the "SPECIFICATIONS"), or for any other reason
bearing on the quality and/or safety of such Products, USF
shall comply diligently with all product recall procedures
then in effect and communicated to USF, as established from
time-to-time by the Customer and/or manufacturers. USF shall
not be required to bear the costs associated with the recall
of any Product unless such recall is the result of the
negligence of USF. In such event, USF agrees to bear all costs
and expenses incurred by it, and/or the Customer, and/or any
of the Approved Suppliers in complying with such recall
procedures, if (and then only to the extent) such recall is
the result of the negligence of USF. Recall procedures shall
be communicated to USF by either Customer or the relevant
Approved Supplier. If USF fails or refuses to comply with the
recall of such Products hereunder upon request by the
Customer, the Customer shall be authorized to take such action
as it deems necessary to recall such Products from the System
and USF shall promptly reimburse the Customer for its costs
and expenses (including, but not limited to, reasonable
attorneys' fees) incurred in such recall procedure to the
extent such recall is the result of the negligence of USF; any
such action taken by the Customer shall not relieve USF of its
other obligations hereunder.
g. USF shall not sell, offer to sell, or donate any Products that
are out-of-date, recalled, damaged, or otherwise unfit for
distribution to the System, for human or animal consumption.
USF shall remove all such Products from the Facilities,
delivery vehicles, and from Restaurants, and shall destroy the
same.
12. NOTICE. Any and all notices required or permitted under this Agreement
shall be in writing and shall be personally delivered, sent by
registered mail, or by other means which affords the sender evidence of
delivery, or of rejected delivery, to the respective parties at the
addresses shown below, unless and until a different address has been
designated by written notice to the other party. Any notice by a means
which affords the sender evidence of delivery or rejected delivery
shall be deemed to have been given at the date and time of receipt or
rejected delivery. Neither party shall fail to accept delivery of a
notice from the other party.
TO Customer: TO USF:
Nathan's Famous, Inc. U.S. Foodservice
1400 Old Country Road 9755 Patuxent Woods Drive
Westbury, NY 11590 Columbia, MD 21046
Attn: President Attn: Mr. Mark Natale
12
<PAGE> 13
Senior Vice President
Business Development
With Copy to:
U.S. Foodservice
9755 Patuxent Woods Drive
Columbia, MD 21046
Attn: David M. Abramson, Esq.
Executive Vice President
and General Counsel
Copies of notices to the "copy" recipient(s) noted above shall not be
considered when determining when notice has been given under this
Agreement.
13
<PAGE> 14
13 MISCELLANEOUS.
a. Entire Agreement. This Agreement (including Exhibits [A-D]
hereto) constitutes the entire agreement between the Customer
and USF, and supersedes any and all prior negotiations,
understandings, and/or agreements, oral or written, between
the parties hereto with respect to the subject matter hereof.
The parties are relying only on the words of this document in
deciding to enter into this Agreement. Neither this Agreement
nor any of its provisions may be waived, modified, or amended,
except by an instrument in writing signed by duly authorized
officer of the parties hereto. Where the consent of either
party is required hereunder, such consent shall not be deemed
given unless in written form and signed by a duly authorized
officer of the party whose consent is required.
b. The Customer's Trademarks. USF shall not use, in any manner
whatsoever, any of the tradenames, logos, trademarks, or
service marks owned by the Customer or associated with the
Systems, without the Customer's express prior written consent
as to each instance of use and the manner of such use. USF
acknowledges that any unauthorized use of the Customer's
tradenames, logos, trademarks, or service marks, or use
thereof in a manner inconsistent with the Customer's
permission, shall constitute an infringement of the Customer's
rights in and to said tradenames, logos, trademarks, or
service marks. Under no circumstances shall USF use any mark
or name of the Customer as a part of Distributor's trade name,
nor shall USF register or attempt to register any of the
Customer's tradenames, logos, trademarks, or service marks
with any government authority or as an internet domain name or
other electronic address or identifier.
c. Force Majeure. Neither party will be in default in the
performance of its obligations under this agreement if such
performance is prevented or delayed because of war,
hostilities, revolution, civil commotion, strike, labor
dispute, epidemic, shortage in supply, fire, wind, earthquake
or flood, use of any law, order, proclamation, regulation or
ordinance of any government, or of any subdivision thereof,
because of Acts of God or for any other cause, whether similar
or dissimilar to those enumerated, that is beyond the
reasonable control and without the fault or negligence of the
party whose performance is affected. If a force majeure event
prevents USF from supplying all of the product needs of its
Customer's, USF shall allocate such product as is available to
USF among its Customer's in such manner as USF reasonably
determines. No force majeure event shall excuse Customer from
its payment obligations contained herein.
d. Choice of Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of Maryland without reference to the conflicts of laws
principles thereof.
e. Attorneys' Fees. In the event this Agreement is breached, the
breaching party shall pay any and all reasonable attorneys'
fees and relevant costs incurred by the non-breaching party as
a result of the breach.
f. Assignment. The rights and responsibilities of each party
under this Agreement shall not be assigned, sold,
subcontracted, or otherwise transferred without the prior
written consent of the other party. In the event this
Agreement is assigned, the assignor shall in no event be
relieved of or be released from its obligations contained
herein.
14
<PAGE> 15
g. No Agency. Nothing contained in this Agreement shall be
construed or interpreted as creating an agency, partnership,
co-partnership or joint venture relationship between the
parties. USF acknowledges that it is an independent contractor
and neither the Customer nor USF is or shall be construed as
an agent, joint venturer, franchisee, nor employee of the
other. USF shall have no authority to negotiate on Customer's
behalf, to bind or otherwise obligate the Customer in any
manner, nor shall USF represent to anyone that it has a right
to do any of these things.
h. Year 2000 Warranty.
i. Products Warranty. USF represents and warrants to
Customer that all technology associated with the
account management, MIS systems, and otherwise used
by USF to support its performance under this
Agreement is Year 2000 Compliant. "YEAR 2000
COMPLIANT" means, unless otherwise stated in
specifications for the products that have been agreed
to and signed by the parties, that the technology
associated with the products, including, but not
limited to, information technology, embedded systems,
or any other electro-mechanical or processor-based
system, accurately processes, provides, and receives
date data from, into and between the twentieth and
twenty-first centuries, and the years 1999 and 2000,
including leap year calculations (which leap year
calculations must include, without limitation,
calculation of February 29, 2000 as a leap day).
ii. Services Warranty. USF represents and warrants that
the provision of services under this Agreement shall
not be delayed, interrupted, degraded, or otherwise
adversely affected by the failure of any technology
used by USF, including, but not limited to,
information technology, embedded systems, or any
other electro-mechanical or processor-based system,
to accurately process, provide and receive data from,
into and between the twentieth and twenty-first
centuries, and the years 1999 and 2000, including
leap year calculations (which leap year calculations
must include, without limitation, calculation of
February 29, 2000 as a leap day).
i. The Customer and USF represent and warrant to the other that:
i. It has all the necessary legal capacity, right,
power, and authority to enter into, execute, deliver,
carry out its obligations and exercise its rights,
and be bound by this Agreement.
ii. Its execution and delivery of this Agreement and
performance of its obligations do not breach, and
will not result in a breach or violation of, any
agreement, lien, security interest, or understanding
or obligation to which said party is a party or by
which said party is bound.
iii. The person signing this Agreement on its behalf, by
his/her signature below, is authorized to sign this
Agreement on behalf of said party, and to bind said
party to the terms hereof.
15
<PAGE> 16
NOW THEREFORE, the parties, intending to be legally bound, have entered
into this Agreement on the date first written above.
NATHAN'S FAMOUS OPERATING CORP. U.S. FOODSERVICE, INC.
By: /s/ Wayne Norbitz, Pres. By: /s/ Mark A. Natale
--------------------------- ----------------------------------
Name: Wayne Norbitz Name: Mark A. Natale
-------------------------- Title: Senior VP Business Development
Title: President
-------------------------
NATHAN'S FAMOUS SYSTEMS, INC.
By: /s/ Wayne Norbitz, Pres.
----------------------------
Name: Wayne Norbitz
--------------------------
Title: President
-------------------------
NF ROASTERS CORP.
By: /s/ Richard Buckley, Pres.
----------------------------
Name: Richard Buckley
--------------------------
Title: President
-------------------------
MIAMI SUBS CORP.
By: /s/ Donald L. Perlyn
----------------------------
Name: Donald L. Perlyn
--------------------------
Title: President and COO
-------------------------
16
<PAGE> 17
ATTACHMENT "A"
LIST OF CUSTOMER UNITS
SEE ATTACHED
17
<PAGE> 18
ATTACHMENT "B"
[U.S. FOODSERVICE(TM), LOGO]
PRIVATE & SIGNATURE BRAND PRODUCTS
18
<PAGE> 19
U.S. FOODSERVICE(TM) BRANDS
ALLOWANCE(TM)
ALLOWANCE II(TM)
Under the ALLOWANCE(TM) and ALLOWANCE II(TM) brands are found a sugar
substitute (Allowance(TM)) and an artificial sweetener (Allowance
II(TM)).
CHEF'S VARIETY(R)
This brand offers value and a wide product selection for creating menus
and recipes for almost any need. [CHEF'S VARIETY(R) LOGO]
HARVEST VALUE(R)
Offering a wide product selection, HARVEST VALUE(R) is the quality
source for fine ingredients at an extraordinary value. [HARVEST
VALUE(R) LOGO]
MAGNIFRY(R)
The MAGNIFRY(R) brand is associated with the marketing of a wide
assortment of frying oils. [MAGNIFRY(R) LOGO]
MAGNIFRIES(TM)
The MAGNIFRIES(TM) brand is associated with the marketing of prepared
French fries.[MAGNIFRIES(TM) LOGO]
TO YOUR TASTE(R)
The TO YOUR TASTE(R) brand encompasses a line of prepared foods
including frozen entrees, salad dressings, soups and other prepared
items. Each group has its distinct color combination. [TO YOUR TASTE(R)
LOGO]
U.S.(TM) BLUE
U.S.(TM) RED
With strict quality standards, U.S.(TM) BLUE & U.S.(TM) RED is packed
to specifications that meet and exceed the competition. A complete
selection of products is offered to provide the consistent quality of
ingredients that is expected from U.S. Foodservice(TM). [U.S.
FOODSERVICE(TM) LOGO]
U.S. FOODSERVICE CATTLEMAN'S CHOICE(TM)
Under this label a wide selection of Prime and Choice grade beef
products are available. [U.S. FOODSERVICE CATTLEMAN'S CHOICE(TM) LOGO]
[U.S. FOODSERVICE CATTLEMAN'S SELECTION(TM) LOGO]
19
<PAGE> 20
U.S. FOODSERVICE CATTLEMAN'S SELECTION(TM)
Very fine quality beef products are available under this brand.
20
<PAGE> 21
SIGNATURE BRANDS
EXCLUSIVELY DISTRIBUTED BY U.S. FOODSERVICE(TM)
CROSS VALLEY FARMS(R)
Under this brand are found top quality fresh produce and fresh salads
and Grade A California frozen fruits and vegetables.
[CROSS VALLEY FARMS LOGO]
EL PASADO AUTHENTIC MEXICAN CUISINE WITH A TOUCH OF THE PAST(TM)
Authentic Mexican products featuring traditional food items and
ingredients for this cuisine are marketed by El Pasado, Inc.
[EL PASADO LOGO]
HARBOR BANKS(R)
Under the HARBOR BANKS(R) brand are found a variety of fresh, canned
and frozen seafood products.
[HARBOR BANKS LOGO]
HILLTOP HEARTH(R)
Under this brand are found a fine source of desserts and wholesome
breads for all meals, along with a selection of bakery supplies from
the Hilltop Hearth(R) Bakery.
[HILLTOP HEARTH LOGO]
PATUXENT FARMS(R)
A wide assortment of specialty meat products, including pork, lamb, and
poultry, and dairy products can be found under the PATUXENT FARMS(R)
brand.
[PATUXENT FARMS LOGO]
RITUALS(R)
A complete line of coffee and coffee products for the foodservice and
retail industries display the RITUALS(R) brand name. This program
includes coffee-related products, equipment, and service from the
Rituals(R) Coffee Company.
[RITUALS LOGO]
ROSELI(R)
[ROSELI LOGO]
21
<PAGE> 22
The best Italian products are marketed under the ROSELI(R) brand to
answer the specialized need for foundational ingredients in Italian
menus from the Roseli(R) Products Corporation.
22
<PAGE> 23
ATTACHMENT "C"
[U.S. FOODSERVICE LOGO]
NEW PRODUCT/SPECIAL ORDER NOTIFICATION AND AGREEMENT
_____________________________ (Customer) requests U.S. Foodservice, Inc., d/b/a
U.S. Foodservice ("USF") to stock on a regular basis the following product which
is not presently in inventory at USF's distribution center:
Product:_____________________________________Pack Size:_________________________
Mfg. ID Code:_______________________________Cost:______________________________
Minimum Shipment:___________________________Case Cube:_________________________
Case Gross Wgt.:_____________________________Net Wgt.:__________________________
Date Product Needed:______________________Sequence No.:_________________________
Initial Order:_____________________ Estimated Monthly Usage:___________________
If replacing another product, what item:_____________________Code #____________
Is this product restricted to selective units?______If so, please identify:_____
USF Division Involved:_________________Representative:_________________________
Order Guides Affected: Hotels____ F.S.M._______ Hospital_______ Education______
Additional Instructions:
Customer will be responsible for the disposition of Dead Inventory in accordance
with the provisions of Section 2.c.i of this Agreement.
_____________________________
By:
Its:
23
<PAGE> 24
ATTACHMENT "E"
[U.S. FOODSERVICE LOGO]
OPERATING PROCEDURES
FOODSERVICE DISTRIBUTION
PROGRAM
FOR
NATHAN'S FAMOUS, INC.
NF OPERATING CORP.
NF ROASTERS CORP.
MIAMI SUBS CORP.
24
<PAGE> 25
ORDERING, DELIVERY, RECEIVING PROCEDURES
ORDERING PROCEDURES
1. To facilitate ordering, a pre-printed, standardized order/inventory
control form will be provided for those products/categories so defined and
distributed at the beginning of each month. All weekly price changes will
be mailed, faxed or electronically sent to your units.
2. Your USF Customer Service Representative will initiate the order process
with each unit by calling your unit at a predetermined order day and hour.
Please have your orders ready to allow for proper processing.
3. It assists USF in the scheduling of our vehicles when you order a
"delivery to delivery" consistent number of cases, as business permits.
4. The following ordering procedures should be used when placing your orders.
a. Confirm the date of the current order form and control number.
Your order guide control number is very important.
b. Order by line item number.
c. State quantity desired.
d. The Customer Service Representative will verify your order by:
- Recapping the order back by giving line
number, product and quantity; or
- Giving only total lines and cases.
e. Substitutions will be offered when there are out of stocks.
f. Verify the expected delivery dates for the order.
5. ORDER DAY (S) ORDER TIME (S) DELIVERY DAY (S)
_____________ _______________
_____________ _______________
_____________ _______________
25
<PAGE> 26
ORDERING, DELIVERY, RECEIVING PROCEDURES
ORDERING PROCEDURES
(CONTINUED)
6. Order dates that fall on a holiday will be scheduled by prior arrangements
with Customer and USF. Notification of holiday delivery schedules will be
given prior to the holiday.
7. The Branch Account Manager is responsible for coordinating issues or
changes to order schedules.
DELIVERY PROCEDURE
1. Your delivery will be made by USF in accordance with a pre-arranged
delivery schedule by Customer and USF.
2. At the time of delivery, either the Unit Manager, the assistant Manager or
a designated person should receive the shipment and sign for the product.
3. Delivery dates that fall in a holiday week will be rescheduled by prior
arrangements with USF at least two weeks in advance.
4. The Branch Account Manager is responsible to coordinate issues or changes
to delivery schedules.
RECEIVING PROCEDURES
1. You will receive a completely priced extended original and two (2)
duplicate copies of your invoice with your order, which should be checked
by an authorized person upon receipt.
2. All copies of the invoice must be signed. The driver will keep one (1)
duplicate copy and you are to retain the original and one (1) duplicate
for your records.
3. Freezer and refrigerated products should be stored immediately upon
receipt.
4. Make sure that all cases are counted before you sign the invoice. Once you
have signed for a specific quantity of cases and the driver has left the
premises, the shipment is your responsibility. You will not be given
credit for any shortages once the invoice has been signed and the driver
has gone.
26
<PAGE> 27
ORDERING, DELIVERY, RECEIVING PROCEDURES
RECEIVING PROCEDURES
(CONTINUED)
5. Please assist in providing a clear path for the truck to gain entrance to
the designated loading area.
6. Due to insurance requirements and your own safety, Customer employees are
not permitted on the USF truck.
UNLOADING PROCEDURES
1. The driver will unload and place all orders in designated areas.
2. The driver is not responsible for placing cases on storage shelves.
PAYMENTS-CREDITS
SHORTAGES/VISIBLE DAMAGE
1. At the time of delivery, should any product ordered be shorted or damaged,
the driver will issue an instant credit by notation on the original
invoice of shortages, damaged or returned goods.
2.
CONCEALED DAMAGE
If you should discover damaged merchandise after the driver leaves, you should
notify your USF Customer Service Representative when placing your next order.
Damaged or defective merchandise should not be disposed of as we may need to
inspect.
Please indicate the following:
1. Invoice number under which the product was delivered.
2. Product code number.
3. Quantity of item.
4. Price of product delivered.
5. Description of product.
<PAGE> 28
ORDERING, DELIVERY, RECEIVING PROCEDURES
PICK-UPS AND/OR RETURNS
1. Pick-ups and/or returns may occasionally be necessary. In order for credit
to be issued, product must be in the original shipping carton and in
reasonable condition, unless there is concealed damage. In the event that
a pick-up and/or returns are in order, advise the Customer Service
Representative at the time the next order is placed. Be prepared to
provide the following information:
a. Reason for the return. (Concealed damage to the product, etc.)
b. Invoice number for the delivered product.
c. Product code number, quantity, price and description.
OUT-OF-STOCKS/SHORTS/SUBSTITUTIONS
Contact the Customer Service Representative so the corrective steps can be taken
All credit memos will be processed at direction within one (1) week.
WE THANK YOU FOR THE OPPORTUNITY TO PROVIDE YOU WITH THE TYPE OF
SERVICE YOU HAVE COME TO KNOW AND EXPECT.
<PAGE> 29
[U.S. FOODSERVICE LOGO]
USF'S GENERAL CREDIT POLICY AND PROCEDURES
THIS IS NOT TO BE ATTACHED TO THE AGREEMENT - DIVISIONS MAY ADD THE
APPROPRIATE DEFINITION FOR CREDIT TERMS (SECTION 5) TO BE APPLIED TO A
GIVEN
CUSTOMER
<PAGE> 30
Terms of Sale:
The herein established Terms of Sale for Customer will be followed as applied to
all transactions with Customer. All requests for terms which are different from
stated terms must be made through USF's Corporate Credit Manager.
After completing a thorough credit evaluation, the division Credit Manager is
authorized to determine the Terms of Sale on an account-by-account basis.
C.O.D. - Cash Code (01)
The Customer must pay the driver with cash, certified check or money order when
the order is delivered.
C.O.D. - Check Code (02)
The Customer must pay the driver with cash or by check when the order is
delivered.
C.O.D. - Customer Request Code (03)
The Customer may charge one order. Payment for the order must be received when
the salesman takes the next order or when the driver makes his next delivery,
providing that takes place within 5 working days.
Weekly Code (07)
All merchandise purchased in one week is due and payable on Monday of the
following week.
Semi-Weekly Code (05)
Payment for Customer purchases from the 1st to the 15th of the month will be
received by the 20th of the month. Payment for Customer purchases from the 16th
to the end of the month will be received by the 5th of the following month.
Bi-Weekly Code (06)
Payment for Customer purchases for the first two weeks will be received by the
end of the third week. Thereafter, bi-weekly payments will be received for the
corresponding prior two weeks purchases.
Monthly Code (04)
All invoices for the month are due and payable by the 10th of the following
month.
Weekly, Net 21 Code (21)
Payment for Customer purchases of the first week are to be received by the end
of the third week. Payment for purchases of the second week will be received by
the end of the fourth week. Thereafter, weekly payments will be based on the
established pattern.
Weekly, Net 31 Code (30)
Payment for Customer purchases of the first week are to be received by the end
of the fourth week. Payment for purchases of the second week will be received by
the end of the fifth week. Thereafter, weekly payments will be based on the
established pattern.
Net 14 Days Code (50)
The payment for an invoice is due 13 days after the invoice date.
<PAGE> 31
Net 21 Days Code (51)
The payment for an invoice is due 20 days after the invoice date.
Net 28 Days Code (52)
The payment for an invoice is due 27 days after the invoice date.
Net 30 Days Code (53)
The payment for an invoice is due 29 days after the invoice date.
Defined terms:
SYSTEMS shall mean the "Kenny Rogers Roasters", "Miami Subs", and "Nathan's
Famous" franchise and company-owned system of restaurants.
RESTAURANT shall mean a "Kenny Rogers Roasters", "Miami Subs", or "Nathan's
Famous" franchised or licensed restaurant.
FRANCHISEE shall mean a licensee or franchisee that operates a Restaurant under
the applicable System.
