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<br />CUSTOMER SERVICE AGREEMENTTERMS
<br />REQUIREMENTS SUPPLIED. Customer orders from Unil Corp. ("UnlFirst") the rental garments and/or other items of the type specified in this Agreement ('Merchandise')
<br />and related pickup/deilvery and maintenance services (collectively with Merchandise, 'Services') for all of Customer's requirements therefor, at the prices and upon the terms
<br />and conditions set forth herein. Additional Services requested by Customer, verbally or in writing, will also be covered by this Agreement. All rental Merchandise supplied to
<br />Customer remains the property of UniFirst. Customer warrents that it Is not subject to, and that this Agreement does not interfere or conflict with, any existing agreement for the
<br />supply of the Merchandise or Services covered.
<br />PERFORMANCE GUARANTEE. UNIFIRST GUARANTEES TO DELIVER HIGH-QUALTY SERVICEATALLTIMES. All Items of Merchandise cleaned, finished, Inspected,
<br />repaired and delivered by UniFirsi oil meet or exceed industry standards, or non -conforming items will be replaced by the mead scheduled delivery day at no cost to Customer.
<br />Items of rental Merchandise requiring replacement due to normal wear and teal be replaced at no cost to Customer, save for any applicable personalization and setup charges.
<br />Customer expressly waives the right to terminate this Agreement during the initial term or any extension thereof for defidendes in the quality of Services unless: (1) complaints
<br />are first made In writing to Unil which set forth the precise nature of any deficiencies; (2) UnlFlrst Is afforded at least 60 days to correct any deficiencies complained of, and
<br />(3) UnlFirst fails to correct those deficiencies complained of within 60 days. In the event Customer complies with the foregoing and UniFirst fails to torted such deficiencies,
<br />Customer may terminate this Agreement by written notice to UniFirst, providing that all previous balances due to Unil have been paid in full and that all other conditions
<br />to terminate have been satisfied. Any delay or Interruption of the Services provided for in this Agreement by reason of acts of God, fres, explosions, strikes or othe, indusbtal
<br />disturbances, or any other cause not within the control of UnlFirst, shall not be deemed a breach or violabon of this Agreement.
<br />TERM AN D RENEWAL. ThisAgreament is effective when signed by both the Customer and UnlFirst Location Manager and continues in effect for80 months after installation
<br />of Merchandise (for now customers) or any renewal date. This Agreement will be renewed automatically and continuously for multiple successive 80.month penotls unless
<br />Customer or UnlFlrst gives written notice of non -renewal to the other at least 90 days prior to the next expiration date.
<br />PRICES AN D PAYMENTS. Prices are based on 52 weeks of service per year Any increase(s) to Service Frequency could result in additional charges. On an annual basis,
<br />the prices then In effect will be Increased by the greater of the annual percent increase in the Consumer Price Index -All Urban Consumers, Series ID: CUUROOOOSAG, other
<br />goods and services, or by 5%. Additional price Increases and other charges may be Imposed by separate written notice or by notation on Customers Invoice. Customer may,
<br />however, decline such additional increases or charges by notifying Ur First in writing within 10 days after receipt of such notice or notation. if Customer declines said additional
<br />price increases, Unil may terminate this Agreement. Customer also agrees to pay the other charges and minimum weekly charge herein specified. Charges relating to a
<br />wearer leaving Customers employ can be terminated by (1) giving notice thereof to UnlFirst and (2) returning or paying for any missing Merchandise Issued to that individual.
<br />Any Merchandise payments required pursuant to this Agreement will be at the replacement prices) then in effect hereunder. if an authorized Customer representative is not
<br />available to receive and acknowledge delivery of Merchandise, Customer authorizes UniFirst to make delivery and assumes responsibility, for related chargesAnvoiass.
<br />if Customer falls to make timely payment, Urdl may, at any time and in its sole discretion, terminate this Agreement by giving written notice to Customer, whether or not
<br />UniFirst has previously strictly enforced Customers obligation to make timely payments. Customer agrees to pay, and will pay, all applicable sales, use, personal property and
<br />other taxes and assessments arising out of this Agreement.
<br />DEFE CHARGE. Customers invoices may also induce a DEFE charge to cover all or portions of certain expenses including
<br />D = DELIVERY, or expenses associated with the actual delivery, of Services and Merchandise to Customers place of business, primarily Route Sales Representative
<br />commissions, management salaries, vehicle depredation, equipment maintenance, Insurance, road use charges and local access fees.
<br />E = ENVIRONMENTAL, or expenses (past, present and future) Unifirst absorbs related to wastewater testing, purification, effluent oontrol, solids disposal, supplies and
<br />equipment for pollution controls and energy conservation and overall regulatory compliance.
<br />F = FUEL, or the gas, dlesel fuel, dl and lubricant expenses associated with keeping UNFirst's fleet vehicles on the road and servidng its customers.
<br />E = ENERGY, primarily the natural gas Unil uses to run boilers and gas dryers, plus other local utility charges
<br />MERCHANDISE. Customer admevv edges and agrees to notify all employees that Merchandise supplied is for general occupational use and, except as expressly specified
<br />below, affords no special user protections. Customer further acknowledges that: (1) Customer has unilaterally and independently determined aid selected the neh+e, We,
<br />performance characteristics, number of changes and scope of all Merchandise to be used and the appropriateness of such Merchandise for Customers spedtic needs or
<br />intended uses; (2) UniFirst does not have any obligation to advise, and has not advised, Customer concerning the fitness or suitability of the Memhandim for Customer's
<br />Intended use; (3) Ur lFirst makes no representation, warranty or covenant regarding the performance of the Merchandise (induding without limitation Flame Realafent and
<br />Visibility Merchandise); and (4) UniFirst shall in no way be responsible or liable for any injury or harm suffered by any Customer employees while wearYtg cruising any
<br />Merchandise. Customer agrees to indemnify and hold harmless UniFirst and its employees and agents from and against all dams, injuries or damages to any parson orproparty,
<br />resulting from Customers or Customers employee use of the Merohandlse, whether or not such calms, Injuries or damages arise from any alleged defects in the Merchandise.
<br />Flame Resistant ('FR") Merchandise supplied hereunder is intended only to prevent the ignition and burning of fabric away from the point of high heat Impingement and to
<br />be saf-extinguishing upon removal of the Ignition source. FR items will not provide significant protection from bums in the Immediate area of high heat oortact due to thermal
<br />transfer through the fabric and/or destruction of the fabric In the area of such exposure. FR items are designed for continuous wear as only a secondary level ofprotection.
<br />Primary protection Is still required for work acdvibes where direct or significant exposure to heat or open flame Is likely to occur.
<br />Visib)rit y Merchandise is intended to provide Improved conspicuity of the wearer under daylight conditions and when illuminated try a !lght source of suMcient andispower at night.
<br />It Is Customers responsibility to determine the level of conspicuity, needed by wearers under specific work conditions. Further, Customerrees that
<br />ag Visibility Merchandise alone
<br />does not ensure conspicuity of the wearer and that additional safety precautions may be necessary. The Visibility Merchandise supplied satisfied particuiarANSUISEA standards
<br />only when they were new and unused and only if so labeled. Customer acknowledges that usage and laundering of Visibility Merchandise may adversely ailed its conspicuity
<br />Healthcare/Food-Related Customer acknowledges that (1) Unil does not guarantee or warrant that the Merchandise selected by Customer or that processed garments
<br />delivered by UNFIrst will be appropriate or sufficient to provide a hygienic level adequate for Individual Customers needs; and (2) optional poly -bagging• Is recommended
<br />to reduce the risk of cross -contamination of Merchandise, and the failure to utilize such service may adversely affect the efficacy of UniFirst's hygienic deaning process
<br />(' Poly -bay s.—i— incur edditi—I cher;os
<br />If any Merchandise supplied hereunder is Merchandise that (1) UNFirst does not stock for whatever reason (including due to style, color, size or brand); (2) Consists of
<br />non-UniFirst manufactured or customized FR Merchandise, or (3) consists of Merchandlse that has been permanently personalized (in all cases known as "Non -Standard
<br />Merdhal then, upon the discontinuance of any Service hereunder at any time for any reason, including expiration, termination, or cancellation of this Agreement, with
<br />or without cause, deletion of any Non -Standard Merchandise from Customers Service Program, or due to employee reductions (in each case a'Discontinuance of Service'),
<br />Customer will purchase at the time of such Discontinuance of Service all effected Non -Standard Merchandise Items then in UniFirst's Inventory (in-service, shelf, as well as any
<br />manufacturer's supplies ordered for Customers use), paying for same the replacement charges then In effect
<br />Customer agrees not to contaminate any Merchandise with asbestos, heavy metals, solvents, inks or other hazardous or toxic substances ('contaminants"). Customer agrees
<br />to pay Unil for all Merchandise that Is lost, stolen, damaged or abused beyond repair. As a condition to the termination of this Agreement, for whatever reason, Customer
<br />will return to Unil all standard Merchandise in good and usable condition or pay for same at the replacement charges then in effect.
<br />OBLIGATIONS AND REMEDIES. 1 Customer breaches or terminates this Agreement before the axpirabon date for any reason (other than for UniFirst's failure under the
<br />performance guarantee described above), Customer will pay UnlFlrst, as liquidated damages and not as a penalty (the parties acknowledging that actual damages would be
<br />difficult to calculate with reasonable certainty) an amount equal to 50 percent of the average weekly amounts invoiced in the preceding 26 weeks, multiplied by the number
<br />of weeks remaining In the current term. These damages will be In addition to all other obligations or amounts owed by Customer to UniFirst, including the return of Standard
<br />Merchandise or payment of replacement charges, and the purchase of any Nonstandard Merchandise items as set forth herein.
<br />This Agreement shall be governed by Massachusetts law (exclusive of choice of law). If a dispute arises from or relates In any way to this Agreement or any alleged breach
<br />thereof at any time, the parties will first attempt to resolve the claim or dispute by negotiation at agreed bme(s) and locabon(s). All negotiations are confidential and will be
<br />treated as settlement negotiations. Any matter not resolved through direct negotiations within 30 days shall be resolved exclusively by final and binding arbitration, conducted
<br />In the capital city of the state where Customer has Its principal place of business (or some other location mutually agreed); pursuant to the Expedited Rules of the Commercial
<br />Arbitration Rules of the American Arbitration Association; and, governed by the Federal Arbitration Ad, to the excusion of state law inconsistent therewith. The parties will agree
<br />upon one (1) Arbitrator to settle the controversy or dam. The successful or substantially prevailing party In any proceeding, including arty appeals thereof (as determined by the
<br />Arbitrator/court) shall recover all of its costs and expenses Including, without I Imitation, reasonable attorney fees, witness fees and discovery costs, al of which shall be Included
<br />in and as apart of the judgment or award rendered hereunder. This provision for Arbitration is specifically enforceable by the parties; the Arbitrator shall have no power to vary
<br />or ignore the provisions hereof; and, the decision of the Arbitrator in accordance herewith, may be entered in any court having jurisdiction thereof. Customer acknowledges that,
<br />with respect to all such disputes, It has voluntarily and knowingly waived arty dght it may have to a jury trial or to participate in a Cass action or Gass litigation as a representative
<br />of any other persons or as a member of any class of persons, or to consolidate its claims with those of any other persons or dans of persons. if this prohibition against class
<br />litigation is ruled to be unenforceable for any reason in any proceeding, then the prohibition against dass litigation shall be void and of no force and effect in that proceeding.
<br />MISCELLANEOUS. The parties agree that this Agreement represents the anbre agreement between them. In the event Customer Issues a purchase order to UniFirst at
<br />any time, none of the standard pre-printed terms and conditions therein shall have any application to this Agreement, or any transactions occurring pursuant hereto or thereto.
<br />UniFinst may, In its sole discretion, assign this Agreement. Customer may not assign this Agreement without the prior written consent of UniFirst. Customer agrees shat in
<br />the event it sells or transfers its business, It will require the purchaser or transferee to assume all obligations and responsibilities under this Agreement, provided that such
<br />assumption shall not relieve Customer of its liabilities hereunder, and provided further that any failure by a purchaser or transforms to assume this Agreement shall constitute a
<br />breach and early termination of this Agreement resulting In the obligation to pay all amounts on account thereof asset forth in this Agreement. Neither party will be liable for any
<br />incidental, consequential, special or punitive damages. In no event shall UN First's aggregate liability to Customer for any and al daims exceed the sum of all amounts actually
<br />paid by Customer to UnlFirst. In the event any portion of this Agreement is held by a court of competent jurisdiction or by a duly appointed arbitrator to be unenforceable,*
<br />balance will remain in effect. All written notices provided to UniFdrst must be sent by certified mail to the attention of the Location Manager. In Texas and certain other laabonl,O
<br />UniFirst's business is conducted by, and the term "UniFlrst" as used herein means, UniFirst Holdings, Inc. d. b. a. UniFirst.
<br />ACCEPTED. Customer Signature Date- ___ _ _ (I have read and agree to all of the above Terms.)
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