WAIVER OF LIABILITY, ASSUMPTION OF RISK AND INDEMNITY AGREEMENT

The Waiver of Liability, Assumption of Risk and Indemnity Agreement (this

Agreement), is entered into as of _______ ___, 2016 by and between Baldor Specialty Foods
Inc., (Baldor) located at 155 Food Center Drive, Bronx, NY 10474 (the Premises) and the
party signing below, (including its employees and agents, the Client).
WHEREAS, the Client desires to access the Premises in order to personally select Baldor
products for purchase in connection with Clients business; and
WHEREAS, in connection with the ongoing business relationship between Baldor and
Client and for other good and valuable consideration, the receipt of which is hereby
acknowledged, Baldor wishes to provide Client with access to the Premises provided that Client
executes this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the Client and Baldor hereto agree as
follows:
1.
Grant of Limited Access. Baldor hereby agrees to grant Client limited access to
its Premises during normal business hours for purposes of personally selecting produce, food
and/or other Baldor products for purchase by Client. Client must check in with their assigned
sales representative at the Premises prior to accessing any part of the Premises including, without
limitation, any food storage facilities.
2.
Representations, Warranties & Covenants. Client agrees that, while on the
Premises, Client shall follow the rules, directions and instructions of Baldors staff. If Baldor
determines that the Client or its employees or agents are not following Baldors internal policies,
Baldor may immediately revoke Clients ability to access the Premises for the purposes stated
herein. In the event the Client or its employees or agents damage any of Baldors equipment or
inventory while on the Premises, the Client agrees to promptly pay for all costs and expenses
associated either the repair or replacement of the damaged equipment and/or inventory.
3.
Insurance. Client will, at its own expense, maintain comprehensive commercial
general liability insurance coverage, health insurance and workers compensation insurance
(which covers employees as well as officers and principals), which insurance would cover Client
for any injuries sustained by Client or its agents while on the Premises. Such coverage shall be
with a rating of at least A by AM Best and such policies shall include Baldor as an additional
insured. Upon request, Client shall deliver to Baldor certificate(s) of insurance evidencing the
coverage contemplated herein.

4.

Waiver & Indemnification.

(a)
In consideration of being permitted to access the Premises, Client
for itself, its heirs, personal representatives or assigns, do hereby release,
waive, and discharge Baldor from liability from any and all claims, including
claims based on the negligence of Baldor, its officers, employees and/or
agents, resulting in personal injury, accidents or illnesses (including death),
and property loss arising from, but not limited to, Clients accessing of the
Premises. Furthermore, Client covenants not to sue Baldor, its officers,
employees, principals and/or agents for any damages or losses sustained by
Client while on the Premises.
(b)
Client hereby agrees to indemnify, defend and hold harmless, to the fullest
extent permitted by law, Baldor, its applicable affiliates, and each of their
respective officers, directors, members, managers, employees and agents
(each, an Indemnified Party), from and against any and all claims, proceedings,
causes of action, damages, losses, costs, expenses, fines, penalties, and liabilities (including, but
not limited to, reasonable attorneys fees and expenses) arising out of any act or omission of
Client while accessing the Premises pursuant to the terms hereof (Losses). This
indemnification shall be in addition to any other remedies available to Baldor under this
Agreement or applicable law. The provisions of this Section shall survive the
expiration or termination of this Agreement.
5.
Assumption of Risks. Client acknowledges that accessing the Premises carries
with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid
injuries. The Client freely accepts and assumes all such risk of personal injury or damage to or
loss of property.
6.

Miscellaneous.

(a)
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without regard to its
conflicts of laws principles. To the extent permitted by law, and all disputes, legal actions, suits,
or proceedings arising out of or relating to this Agreement or the transactions contemplated
hereby, whether legal or equitable in nature, shall be brought only in any state or federal court
located in the State of New York within New York City, and Client hereby (i) irrevocably
submits to the exclusive jurisdiction of such courts in connection with any such proceeding and
(ii) waives any objections thereto on the basis of forum non-conveniens or otherwise.
(b)
Entire Agreement; Modification; Waiver. This Agreement contains the full and
complete understanding of the parties hereto with reference to the subject matter hereof and
supersedes all prior agreements and understandings, whether written or oral pertaining thereto.
No amendment or modification of this Agreement, or any waiver of any provision hereof, shall
be binding unless executed in writing by Baldor and the Client. No waiver of any provision of
this Agreement shall be deemed to constitute a waiver of any other provision hereof nor shall
any such waiver constitute a continuing waiver.
2

(c)
Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original agreement, but all of which together shall constitute one and the
same instrument. Execution and delivery of this Agreement by facsimile transmission
(including the delivery of execution copies in Adobe PDF format) shall constitute execution and
delivery of this Agreement for all purposes, with the same force and effect as execution and
delivery of an original manually signed copy hereof.
(d)
Successors and Assigns. This Agreement shall be binding upon the Client and its
successors and assigns, and shall inure to the benefit of Baldor and each of its successors and
assigns.
(e)
Notice. All notices, request, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given upon receipt (i) if delivered by
hand and receipted for by the party addressee, or (ii) if mailed by domestic certified mail with
postage prepaid, or (iii) via a nationally recognized overnight courier. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as subsequently modified
by written notice.
(f)
Severability. If any part or provision of this Agreement shall be held invalid for
any reason, the remainder of this Agreement or the affected provision shall continue in full force
and effect.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound have executed

this Agreement as of the date first written above.
BALDOR SPECIALTY FOODS INC.

By:
Name:
Title:
I have read this Waiver of Liability, Assumption of Risk, and Indemnity Agreement, fully
understand its terms, and understand that I am giving up substantial rights, including my right to
sue. I acknowledge that I am signing the agreement freely and voluntarily, am over the age of
18, and intend by my signature to be a complete and unconditional release of all liability to the
greatest extent allowed by law.

CLIENT: ________________________
By:
Name:
Title:
Address for Notices:
____________________________________
____________________________________
____________________________________
____________________________________

G.M.P. rules and regulations for Contractors, Suppliers and Visitors

Baldor Specialty Foods Inc. mission is commitment to supplying the customer with high
quality product. Adherence to our GMP and food security policies is an integral aspect of
fulfilling this commitment. Our Quality Policy states: Baldor Food is committed to distributing
foods that are:
Safe - Have outstanding quality - Meet all regulatory requirements and - Exceed
customer expectations.
Please be advised that you are expected to comply with all Good Manufacturing Practices
while on our premises. Your signature below indicates that you have read our GMP rules and
regulations and that you agree to abide by them while on our premises. We thank you for
your participation in allowing Baldor to continue to bring you safe food of the finest quality.
1. No food or beverages of any kind are allowed inside the Production area or warehouse.
2. No jewelry (earrings, rings except for plain wedding band) is allowed in fresh cut
3. Hairnets/Beard nets must be worn in the Fresh Cut production
4. Hairnets or hats must be worn in warehouse area.
5. No smoking is allowed inside the entire building.
6. No glass items are allowed in the warehouse or fresh cuts area.
7. No solid garbage or material allowed to cover the floor drain.
8. Always keep the pallets 18 away from the walls.
9. Always keep the products on the pallets.
10. Always wash your hands after using the bathroom.
11. Always wear latex gloves when handling food products directly.
12. Always use the packaging materials for their intended purposes.
13. Always keep the refrigeration on with products inside the trucks.
14. Always report temperature failures immediately to dispatch.
15. Always close the dock doors before you leave.
16. No Photography or Video can be taken without written consent of management
17. All Contractor, suppliers and visitors access is restricted to all other areas unless
accompanied by an authorized staff member or management
18. All Contractor access is restricted to work area that is pre-determined by management for
that job function
19. Any and all chemicals that will be used in the Baldor facility by a contractor, must be
pre-approved before use in the facilityupdated MSDSs must also be provided
5

Print Name: _____________________________

Date-___/____/_______

Signature: ______________________________
Name of Company: ______________________________________________________
Address:
_______________________________________________________________
Telephone: ________________________

Email: _____________________________