The undersigned owns the premises described above, and herby consents to the placement of an Ice Merchandiser on the premises: disclaims any interest in the Ice merchandiser now or in the future, whether arising by the operation of law or otherwise: and, consents to Santiam Ice access to the premises at any reasonable time for service of, repair to or removal of the Ice Merchandiser.

RECITALS

1. Customer owns, or has the right to possess, real property and desires Santiam Ice to provide Ice Merchandiser equipment for the sole purpose of refrigerating and dispensing Ice at the location of Customer’s premises. The address/location where the Ice Merchandiser will be located is set forth above( the “Premise”)
2. Santiam Ice is the owner of the Ice Merchandiser and Customer agrees that Santiam Ice shall exclusively supply products to be dispensed in the Ice Merchandiser and agrees to pricing and delivery schedule set in Pricing and Delivery Agreement
3. Customer is responsible for all damages and losses for merchandiser while in their possession.

AGREEMENT

1. Grant of Right. Customer grants to Santiam Ice the exclusive right, license and Privilege to provide an ice Merchandiser for purposes of dispensing ice products supplied exclusively by Santiam Ice for customer, its employees, licensees or invitees. The grant of right shall include the right of Santiam Ice to locate the Ice Merchandiser on Customers Premises, and service and supply the Ice Merchandiser at all reasonable times.
2. Service Connections. Customer has or will furnish all necessary electrical (120 volt, grounded) and utility service connections for the installation and operations of the Ice Merchandiser and will permit interruption in such services only in the case of an emergency. Customer agrees to notify Santiam Ice immediately of any interruption of any said services.
3. For and in considerations of the covenants and agreements herein, Customer grants Santiam Ice the right to locate the Ice Merchandiser on the Premises of the Customer, and Customer agrees to purchase all products for the Ice Merchandiser from Santiam Ice. Santiam Ice agrees to locate said Ice Merchandiser on the Premises and to supply the reasonable requirements of the Customer for all Ice products Santiam Ice agrees may be dispensed by the Ice Merchandiser.
4. Title to Machines. The Ice merchandiser provided pursuant to and included in this Agreement is and shall remain the sole and exclusive personal property of Santiam Ice, shall not become a fixture to the Premises, and Customer has no right of property or interest therein. Santiam Ice shall have the right at any reasonable time to remove and/or replace the Ice merchandiser so located as Santiam Ice deems necessary without affecting any of the terms or conditions of this agreement. Customer agrees to permit only authorized personnel of Santiam Ice to remove, repair or service said Ice Merchandiser.
5. The term of this Agreement shall commence on the start date and end date written above. Unless cancelled or terminated pursuant to ᶊ 11.

Continued On Reverse Side

6. Santiam Ice will maintain service and keep the Ice Merchandiser in good working order. Provided however Santiam Ice shall not be responsible for maintenance or repair necessitated by the wilful acts or negligence of Customer, its employees, agents, licensees or invitees. Customer agrees to provide janitorial service and all maintenance in order to keep the area in which the Ice Merchandiser is located clean, and maintain all necessary electrical and other utility service connections necessary for the operation of the Ice merchandiser. Customer agrees to notify Santiam Ice as soon as reasonably practical of any defect or malfunctions of the Ice Merchandiser.
7. Customer shall indemnify, defend and hold harmless against all claims, loss or liability arising from damage to or destruction of property or injury to persons occurring because of the negligence or intentional acts of Customer or its employees, agents, invitees or licensees or others on the premises, whether with or without Customer’s permission, relating to the Ice Merchandiser or breach of any of Customer’s performance under this agreement.
8. Santiam Ice agrees to maintain reasonable product liability and property damage insurance. Santiam Ice will furnish evidence of said coverage upon request of Customer. Customer shall carry adequate insurance to cover the merchandiser cost of replacement or repairs.
9. Permits/Charges for Operation. Customer shall be solely responsible and liable for any cost, charges, fees, taxes or permits required of Customer for the operation of the Ice Merchandiser at its Premises.
10. Customers Warranties. Customer warrants that it: (a) has or will provide electrical service adequate operation of the Ice Merchandiser in compliance with all applicable building codes. (b) has read and understood the operating instructions furnished In connection herewith: (c) will notify Santiam Ice of any problems with the operation of the Ice Merchandiser as specified In 6; (d) has the legal right to possession and control of the Premises necessary to carry out its obligations hereunder; (e) knows of no condition, contract or event which does now or will in the future impair the performance of this agreement; and (f) disclaims any ownership of or Interest in the Ice Merchandiser now or in the future.
11. Cancellation by Customer termination Upon Default
    1. Termination Upon Default. Upon the happening or occurrence of the following specified events, this Agreement shall be deemed immediately terminated and customer responsible for any damages caused or missing items.
       1. Customer’s failure to satisfy minimum volume purchase of product
       2. Any damage to the Ice Merchandiser occurs from the negligent, wilful or intentional acts of Customer, its employees, agents, licensees, invitees, or others on the Premises whether with or without permission:

• Failure of Customer to timely pay for Product supplied by Santiam Ice:

1. Failure of Customers to perform its obligations pursuant to the terms and conditions of this Agreement, including without limitations using the Ice Merchandiser for products not supplied by Santiam Ice.
2. Any hazards to the public exists: or created by the Customer, its employees, agents, licensees, invitees, or others on the Premises whether with or without permission:

1. Removal of the Ice Merchandiser. Upon the termination or cancellation of this Agreement, Santiam Ice shall be entitled to remove the Ice Merchandiser from the Customer’s Premises, and all other remedies at law or equity.

12. Rights to Control and Possession of the Ice Merchandiser. Customer irrevocably grants Santiam ice the right to enter it’s Premises without notice, permission or legal process for purposes of maintenance, service or removal of the Ice Merchandiser
13. Limited Warranty Santiam Ice warrants to the customer that the Ice merchandiser shall be free from defects in material and workmanship under normal use and when properly installed and serviced for a period of one year from the date of delivery, if the Ice Merchandiser shall be defective, Customer shall notify Santiam Ice and Santiam Ice shall examine the Ice Merchandiser and determine, whether it is, intact, or defective. Upon such determination SANTIAM ICE’S LIABILTY SHALL BE LIMITED TO REPLACEMENT OR REPAIR OF THE DEFECTIVE ICE MERCHANDISER AND UNDER NO CIRCUMSTANCES SHALL SANTIAM ICE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, THIS LIMITIED WARRANTY SHALL BE THE EXCLUSIVE REMEDY FOR ANY DEFECTS IN MATERIAL OR WORKMANSHIP, CUSTOMER HEREBY WAIVES ALL OTHER REMEDIES ARISING BY LAW OR OTHERWISE. Santiam Ice does not warrant the Ice Merchandiser to meet the requirements of the safety codes of any state, municipality, or other jurisdiction, and customer assumes all risk and liability whatsoever resulting from the use thereof, whether used singularly or in combination with other products, equipment, machines or apparatus. This limited warranty shall not apply if the Ice Merchandiser has been altered by Customer or has been subject to misuse, negligence or accident, or has been serviced in manner not in compliance with Santiam Ice’s instructions. Santiam Ice neither assumes nor authorizes any person to assume any other liability in connection with the Ice Merchandiser. THIS LIMITED WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE ICE MERCHANDISER. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED HEREIN. ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILTY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING ON SANTIAM ICE’S SKILL OR JUDGEMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE IS NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION INCLUDED HEREIN.
14. Health Standards. Customer shall be responsible for the daily cleaning of the Ice Merchandiser and shall ensure that all products to be dispensed out of the Ice Merchandiser are handled in a manner in compliance with all state, federal and other health and sanitation standards and as may be directed by Santiam Ice.
15. SUPPLY OF PRODUCT. Customer shall purchase all products for the Ice Merchandiser from Santiam Ice. Customer shall follow such ordering procedures as may be established by Santiam Ice, in no event shall Customer use the Ice Merchandiser to store, service, display, advertise, furnish or sell, or aid in the sale of any other products. Customer shall identify that the Ice Merchandiser is being furnished by Santiam Ice and will not remove the identification tag placed on the Ice Merchandiser by Santiam Ice.
16. ATTORNEY FEES. In the event that suit or other legal proceedings is instituted to enforce any of the terms of this agreement. Santiam Ice Company shall be entitled to its reasonable attorney fees, plus costs and expenses incurred in such suit or proceeding or on appeal therefrom.
17. This Agreement shall not be assignable by Customer without the prior written consent of Santiam Ice and attempted assignment is void, either by Santiam Ice’s own act or by operation of law.
18. FURTHER ACTIONS BY PARTIES. The parties agree that they shall cooperate and take all further actions necessary to carry into force and effect the terms of this Agreement. Such further actions shall include, without limitations the execution of the Uniform Commercial Code financing statements or such other documents as may be necessary to protect Santiam Ice’s interest in the Ice Merchandiser.
    1. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties. No modifications or waivers shall be binding unless in writing and signed by both Parties.
    2. SUCCESSORS AND ASSIGNS. Subject to the provisions of 17 relating to assignments, this agreement is intended to and does bind the heirs, executors, administrators, successors and assigns of any and all parties hereto.
    3. If any term or provision of this Agreement the deletion of which would not adversely affect the receipt of any material benefit by either party hereunder shall be held invalid or unenforceable to any extent, the remaining terms and conditions shall be valid and enforceable to the fullest extent permitted by Law.