{"id":42669,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pick-pack-services-agreement-ridge-services-inc-and-tommy2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pick-pack-services-agreement-ridge-services-inc-and-tommy2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/pick-pack-services-agreement-ridge-services-inc-and-tommy2.html","title":{"rendered":"Pick &#038; Pack Services Agreement &#8211; Ridge Services Inc. and Tommy Hilfiger USA Inc."},"content":{"rendered":"<pre>                            AGREEMENT\n\n\n\n     AGREEMENT made as of the 1st day of April, 1997, by and\nbetween RIDGE SERVICES INC. (hereinafter 'Ridge'), whose address\nis 112 Truman Drive, Edison, New Jersey 08818 and TOMMY HILFIGER\nU.S.A., INC. (hereinafter 'THUSA'), whose address is 18 Thatcher\nRoad, Dayton, New Jersey 08810.\n\n     WHEREAS, Ridge is in the business of providing all attendant\n'Pick &amp; Pack' services incidental to the movement of goods within\nand without its storage facilities, and\n\n     WHEREAS, THUSA desires to have Ridge provide 'Pick &amp; Pack'\nservices at THUSA's warehouse facility at 18 Thatcher Road,\nDayton, New Jersey 08810 (the 'Warehouse').\n\n     NOW, THEREFORE, in consideration of the mutual covenants\nherein contained, THUSA and Ridge agree as follows:\n\n     1.  Term.  This Agreement shall commence as of April 1, 1997\nand shall continue for a period of six (6) months to September\n30, 1997 (the 'Term').  The Term shall be automatically renewed\nfrom month to month thereafter unless terminated by either party\non sixty (60) days written notice to the other.\n\n     2.  Charges.  For an annual throughput of up to 32,000,000\nunits, the charges (the 'Charges') for the Services described in\nParagraph 3 below shall be as follows:\n\n     (a) $0.125 per unit - Inbound\n     (b) $0.14 per unit - Outbound\n     (c) $12.75 labor rate per hour for Excluded Services\n     (d) $0.06 per unit for transfers\n\n     Overtime may only be charged to THUSA if the same has been\nspecifically authorized by THUSA in writing in each instance. \nTHUSA will not pay for any overtime occasioned as a result of\nRidge's inefficiencies.  THUSA will pay for the excess cost only\nof overtime above Ridge's regular rate (currently $6.38\/hour).\n\n     3.  Scope of Services.  In consideration for the Charges\npaid by THUSA to Ridge, Ridge agrees to promptly provide the\nfollowing services (the 'Services'):\n\n     (a) All inbound and outbound handling (including scanning)\n     (b) Receiving, sorting, and shelving merchandise into stock\n         area\n     (c) Selection by order format\n     (d) 100% verification process\n     (e) UPS processing\n     (f) Expediting of daily transactions by clerical personnel.\n\n     (g) Providing cartons and tape\n     (h) Outbound trucking to consolidators\n     (i) Adhering to cleanliness standards maintained by THUSA,\nincluding proper and timely disposal of waste and restacking and \nresorting of merchandise.\n\n     4.  Excluded Services.  The following shall specifically not\nbe included in the Services:\n\n     (a) Cycle Counting\n     (b) Affixing Bar Codes\n     (c) Physical Inventories\n     (d) All space costs\n     (e) Outside storage (if required)\n     (f) Providing pallets\n\n     5.  Ridge Personnel.  Ridge shall employ sufficient\npersonnel in order to provide a monthly average of the man-hours\ndescribed below in the performance of the Services:\n\n         JOB DESCRIPTION                NO. OF HOURS PER DAY\n         Managers                                 8\n         Laborers                                 1400\n         Machine Operator\/Cycle Counter           8\n         Supervisors                              136\n         Clericals                                24\n\n     The hours described above shall be organized by Ridge to\nprovide the Services to THUSA in light of the varied ebb and flow\nof merchandise receipts and shipping.  Ridge shall employ\nadequate staffing from 8:00 A.M. - 8:00 P.M. on weekdays and on\nSaturdays as needed.  Staffing in satisfaction of the\nrequirements of this paragraph shall not require the payment of\nany overtime charges by THUSA.  Ridge shall provide THUSA with a\nmonthly report of man-hours to be provided hereunder.  Such\nreport shall be delivered to THUSA within ten (10) days of the\nend of each month.  THUSA shall have the right to audit Ridge's\nrecords of such man-hours.\n\n     6.  Quality Assurance.  THUSA shall have the right to issue\nand periodically update quality assurance, performance standards\nand rules and regulations for Ridge's performance of this\nAgreement so as to ensure customer satisfaction and efficient and\nappropriate operation of the Warehouse.\n\n     7.  Independent Contractor.  Nothing in this Agreement is\nintended nor shall be construed to create any relationship\nbetween THUSA and Ridge other than that of independent\ncontractors and this Agreement shall not be deemed to constitute\nTHUSA and Ridge as partners, joint venturers or joint employers.\n\n     8.  Employees.  Neither Ridge nor the individuals it engages\nto perform the services required \n\n                                -2-\n\n\nof Ridge hereunder are employees of THUSA; all such individuals \nshall for all purposes be Ridge's employees, and Ridge shall have \nthe sole authority to hire, fire, direct, control, discipline, \nreward, evaluate, schedule, supervise, promote, suspend and\/or \nterminate Ridge's employees.  In addition, Ridge shall be solely \nresponsible for the acts of its employees, whether of commission \nor omission, and for payment of all salaries, withholding tax \ndeductions, benefits, unemployment compensation, workers compensation \nand all other charges and liabilities arising out of the \nemployer-employee relationship, including, without limitation, \nliabilities under any civil rights laws, wage and hour laws, equal \nemployment opportunity acts, any union, welfare and pension \ncontributions and the expense of prosecuting, defending or complying \nwith the award in any labor arbitration proceeding.\n\n     9.  Labor Disturbance.  If during the term of this Agreement\nthere shall occur any labor disturbance involving Ridge's\nemployees, whether or not such disturbance is within Ridge's\ncontrol, which involves picketing of or handbilling at any THUSA\nfacility or a strike or boycott against THUSA or any of its\nfacilities, THUSA may give Ridge written notice of objection to\nthe labor disturbance, and if such disturbance is not wholly\ndiscontinued within forty-eight (48) hours after Ridge's receipt\nof such notice, then, at THUSA's sole option, this Agreement and\nRidge's rights hereunder shall terminate immediately upon the\ngiving of such notice of termination, but THUSA shall remain\nliable for any amounts due to Ridge with respect to work\nperformed prior to such termination.\n\n     10.  Notice of Loss.  Ridge shall give THUSA immediate\nnotice of any loss or shortage of THUSA merchandise.  Ridge\nagrees to cooperate with all respects with any investigation\nconducted by THUSA, its agents or insurance company arising from\nany losses.\n\n     11.  Insurance.  Ridge shall, at its cost, keep in force the\nfollowing insurance:\n\n     (a) public liability insurance for the mutual benefit of\nRidge and THUSA against claims for bodily injury, death or\nproperty damage occurring in connection with the performance of\nRidge's obligations hereunder with limits of not less than\n$10,000,000\/$10,000,000\/$1,000,000.\n\n     (b) such employment and other insurance in such reasonable\namounts against other insurable hazards which at the time are\nreasonably available and commonly insured against in connection\nwith the performance of Ridge's obligations hereunder.\n\n     (c) all insurance shall name THUSA or its affiliate as the\ncase may be, as an additional insured.\n\n     12.  Indemnification.\n\n     (a)   Ridge will indemnify THUSA and\/or its affiliate for\nany losses incurred in connection with the performance of Ridge's\nobligations.\n\n     (b) Ridge shall be liable to THUSA for merchandise shortages\nand damage to the Warehouse resulting from the acts or negligence\nof Ridge and its employees.\n\n     \n                                  -3-\n\n     13.  Termination.\n\n     (a) Should Ridge be adjudicated bankrupt, insolvent or\nplaced in receivership, or should proceedings be instituted by or\nagainst Ridge for bankruptcy, insolvency, or receivership,\nagreement of composition or assignment for the benefit of\ncreditors, or if this Agreement should pass to another by virtue\nof any court proceedings, writ of execution, levy, sale or by\noperation of law, THUSA may, if it so elects, at any time\nthereafter, terminate this Agreement upon giving Ridge thirty\n(30) days notice in writing of its intention to terminate.\n\n     (b) In the event of a default hereunder by Ridge, THUSA may\nterminate this Agreement on fifteen (15) days written notice to\nRidge.  During said fifteen (15) days, Ridge shall be permitted\nto cure the default.\n\n     14.  Benefit.  This Agreement shall inure to the benefit of\nand be binding upon the parties hereto, and their successors and\nassigns.\n\n     15.  Entire Agreement; Amendment.  This Agreement\nconstitutes the entire agreement of the parties hereto with\nrespect to the subject matter hereof and this Agreement may not\nbe amended or modified, except in a writing signed by both\nparties hereto.\n\n     16.  Non-Waiver.  The failure of either party to enforce at\nany time any term, provision or condition of this Agreement, or\nto exercise any right or option herein, shall in no way operate\nas a waiver thereof, nor shall any single or partial exercise\npreclude any other right or option herein; and no waiver\nwhatsoever shall be valid unless in writing, signed by the\nwaiving party, and only to the extent herein set forth.\n\n     17.  Assignment.\n\n     (a) This Agreement is personal in nature, and Ridge may not\nand shall not sell, transfer, lease, sublicense or assign this\nAgreement or its rights and interest hereunder, or any part\nhereof, by operation of law or otherwise, without the prior\nwritten consent of THUSA, which consent may be withheld by THUSA\nin its sole and absolute discretion, except that Ridge shall have\nthe right, upon written notice to THUSA, to assign this Agreement\nto a corporation, subsidiary or affiliate under the same\ndirection and control as Ridge; provided, however, that in such\nevent Ridge agrees to guarantee the performance and obligations\nof such corporation, subsidiary or affiliate under this\nAgreement.\n\n     (b)  A sale or other transfer of all or substantially all of\nthe assets of Ridge or a change in the control of Ridge shall be\ndeemed an assignment of Ridge's rights and interests under this\nAgreement to which the terms and conditions of Paragraph 16(a)\nabove shall apply.\n\n     (c)  Any transfer, by operation of law or otherwise, of\nRidge's interest in this Agreement (in whole or in part) or an\ninterest in Ridge (whether stock, partnership, interest or\notherwise) shall be deemed an assignment of Ridge's rights and\ninterest under this Agreement to which the terms and \n\n                                -4-\n\nconditions of Paragraph 17(a) above shall apply.  The issuance of \nshares of stock to other than the existing shareholders is deemed \nto be a transfer of that stock for the purposes of this paragraph.\n\n     18.  Severability.  If any provision or any portion of any\nprovision of this Agreement shall be construed to be illegal,\ninvalid, or unenforceable, such shall be deemed stricken and\ndeleted from this Agreement to the same extent and effect as if\nnever incorporated herein, but all other provisions of this\nAgreement and any remaining portion of any provision which is\nillegal, invalid or unenforceable in part shall continue in full\nforce and effect.\n\n     19.  Notices.  All reports, approvals and notices required\nor permitted to be given under this Agreement shall, unless\nspecifically provided otherwise in this Agreement, be deemed to\nhave been given if personally delivered or if mailed by certified\nor registered mail, at the above indicated addresses, with a\ncopy, if to THUSA to: Steven R. Gursky, Esq., Gursky &amp; Associates, P.C., 21 East 40th Street, 15th Floor, New York, New\nYork 10016.  The parties may change their address for receipt of\nnotices at any time upon notice to the other party.\n\n     20.  Headings.  The headings of the Paragraphs of this\nAgreement are for convenience only and in no way limit or affect\nthe terms or conditions of this Agreement.\n\n     21.  Counterparts.  This Agreement may be executed in two\n(2) or more counterparts, each of which  shall be deemed an\noriginal, but all of which together shall constitute one and the\nsame instrument.\n\n     22.  Construction.  This Agreement shall be interpreted and\nconstrued in accordance with the laws of the State of New Jersey\nwith the same force and effect as if fully executed and to be\nperformed therein.\n\n     IN WITNESS WHEREOF, the parties have executed this\nAgreement.\n\n                                        TOMMY HILFIGER U.S.A., INC.\n\n                                        By:  \/s\/ Joel Newman\n                                        Title:  Exec VP Operations \n                                                &amp; Finance\n                                        \n\n                                        RIDGE SERVICES, INC.\n\n                                        By:  \/s\/ Dom A. Telesco\n                                        Title:  Chairman\/CEO\n\n                             GUARANTY\n\n\n\n     GUARANTY given by TANDEM DISTRIBUTION SERVICES, INC.\n('Tandem') to TOMMY HILFIGER U.S.A., INC. ('THUSA') to induce\nTHUSA to enter into a warehouse agreement (the 'Warehouse\nAgreement') with Tandem's subsidiary RIDGE SERVICES, INC.\n('Ridge').\n     In consideration of the foregoing, Tandem hereby guarantees\nto THUSA the prompt performance of all of Ridge's duties and\nobligations under the Warehouse Agreement as if Tandem executed\nsaid agreement in Ridge's stead.\n     All of Tandem's liability hereunder shall mature immediately\nwithout notice or demand.\n     Tandem shall be bound by any amendments or modifications\nwhich are agreed to by Ridge.\n\n\n\nDated:    As of April 1, 1997      TANDEM DISTRIBUTION\n                                   SERVICES, INC.\n\n                                        By:  \/s\/ Dom A. Telesco\n                                             Dom A. Telesco\n                                             Chairman\/CEO\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7775],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9620],"class_list":["post-42669","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hilfiger-tommy-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42669","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42669"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42669"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42669"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42669"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}