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`IN THE UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF ILLINOIS
`EASTERN DIVISION
`
`KRAFT HEINZ FOODS COMPANY,
`a Pennsylvanialimited liability company,
`
`Plaintiff,
`
`VS.
`
`GROOME INDUSTRIAL SERVICE
`GROUP LLC,a New Jerseylimited liability
`company,
`
`Defendant.
`
`NewNemNeeNeeNeeNee”Nee”Nee”Nee”Nee”Nee”
`
`No.
`
`KRAFT HEINZ FOODS COMPANY'S COMPLAINT AT LAW
`
`Plaintiff, Kraft Heinz Foods Company("Kraft Heinz"), by its undersigned counsel, states
`
`as follows for its Complaint at Law against Defendant, Groome Industrial Service Group, LLC
`
`("Groome"):
`
`BACKGROUND
`
`1.
`
`Kraft Heinz seeks in this action to recover substantial damagesit has incurred due
`
`to a recall of dry powder beverage products caused by Groome's negligence in performing
`
`specialized cleaning services that introduced foreign material into certain of Kraft Heinz's
`
`products.
`
`2.
`
`Kraft Heinz is the third-largest food and beverage company in the United States,
`
`with dozens of brands known and trusted by generations of consumers, including Kraft, Heinz,
`
`Oscar Mayer, Philadelphia, Ore-Ida, Lunchables and many others.
`
`3.
`
`Kraft Heinz's portfolio also includes numerous iconic beverage brands, such as
`
`Kool-Aid, which consumers have been enjoying for nearly one hundred years, Tang, which
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`accompaniedthe astronauts on spaceflights beginning in the 1960s, and Country Time Lemonade,
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`which has been a summertimestaple for nearly fifty years.
`
`4.
`
`Kraft Heinz is a limited liability company organized underthe laws of Pennsylvania
`
`with co-headquarters in Chicago,Illinois and Pittsburgh, Pennsylvania. Kraft Heinz's membersare
`
`Kraft Heinz Intermediate Corporation II and HJH Development Corporation, both of which are
`
`Delaware corporations with principal places of business in Pittsburgh, Pennsylvania.
`
`5.
`
`Atall relevant times, Groomehelditself out to Kraft Heinz as providing specialized
`
`silo cleaning services and represented to Kraft Heinz that its employees were trained, qualified,
`
`competent and experienced to perform such cleaning services.
`
`6.
`
`Groomeis a New Jersey limited liability company organized underthe lawsofthe
`
`state of New Jersey, with its principal place of business in Fairfield, New Jersey. Groomeis
`
`registered to do business in Illinois, but, on information and belief, Groome's members are not
`
`citizens of Illinois, Delaware, or Pennsylvania.
`
`JURISDICTION AND VENUE
`
`7.
`
`This Court has subject matter jurisdiction over this dispute pursuant to 28 U.S.C.§
`
`1332 because there is complete diversity of citizenship between the parties and the amount in
`
`controversy exceeds $75,000.
`
`8.
`
`Personal jurisdiction exists over Groome because it purposely availed itself of the
`
`laws of this jurisdiction and consented to jurisdiction by entering into an agreement with Kraft
`
`Heinz and agreeing to be governed by the "Standard Terms and Conditions of Purchase — United
`
`States" ("Terms"). A true and correct copy of the Termsare attached hereto as Exhibit A.
`
`9.
`
`The Termsstate that the "Laws applying to contracts made andfully performed in
`
`the State of Illinois will govern... any legal action or proceedingarising out of or relating to the
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`

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`[agreement for services] will be brought exclusively in the U.S. District Court for the Northern
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`District of Illinois... and each party irrevocably submits to the sole and exclusive jurisdiction of
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`these courts in any action or proceeding." (Exhibit A, p. 4 4 11.)
`
`10.
`
`Venue in the District Court for the Northern District of Illinois is proper pursuant
`
`to 28 U.S.C. §1391(b)(1) and §1391(c)(2) because Groomeis an entity with the capacity to sue
`
`and be sued under applicable law and deemedtoreside in any judicial district in which such
`
`defendant is subject to the court's personal jurisdiction. Here, Groome has submitted and
`
`consentedto the personal jurisdiction of the U.S. District Court for the Northern DistrictofIllinois.
`
`NATURE OF THE ACTION
`
`11.
`
`This action arises from Groome causing the introduction of foreign material into
`
`certain of Kraft Heinz's dry powder beverage products following Groome's cleaning of a Kraft
`
`Heinz fructose storage silo at its manufacturing facility in Dover, Delaware. Groome,a specialty
`
`industrial maintenance company,cleanedthe silo in August of 2021. Unbeknownstto Kraft Heinz,
`
`Groomefailed to remove a portable work light from the silo after it was cleaned. Despite not being
`
`able to account for the missing work light (nor having documentsreflecting its removal), Groome
`
`failed to inform Kraft Heinz of the missing light and instead certified to Kraft Heinz that the silo
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`wasfully cleaned and readyto be returned to operation. Relying on Groome's certification, Kraft
`
`Heinz refilled the silo with fructose and commenced production of dry powder beverage mix
`
`through utilization of the silo at issue. During this production, Groome's worklight was crushed
`
`into pieces under the weightofthe refilled fructose, rendering millions of dollars' worth of work-
`
`in-progress products and finished goods unsalable and causing an FDArecall.
`
`

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`FACTS
`
`Silo Cleaning and the Parties' Contract
`
`Kraft Heinz stores fructose in large storage silos that feed the production lines for
`
`A.
`
`12.
`
`dry powder beverages such as Kool-Aid, Tang and Country Time Lemonade,at its Dover, Delaware
`
`manufacturing facility.
`
`13.
`
`Toensure cleanliness and eliminate buildup of fructose insidethe silos, Kraft Heinz
`
`engages vendors to perform specialized cleaning of those silos, which are several stories tall and
`
`wide enough for several individualsto fit inside. The silos narrow down at the bottom into a cone
`
`shape. A butterfly valve separates these silos from the pipes that connect to the rest of the food
`
`production system.
`
`14.
`
`Silo cleaning is a specialized task involving trained Groome personnel being
`
`lowered into the silos using ropes and scaffolding to clean the interior walls of the silos. Groome
`
`uses portable lights to assist with the cleaning process.
`
`15.|Groome represented to Kraft Heinz that it was qualified to clean the silos and would
`
`take all necessary precautions to guard against leaving any equipmentin the silos or otherwise
`
`taking any action that would negatively impact Kraft Heinz's food production process. These
`
`precautions were to be in place before, during andafter the cleaning occurred.
`
`16.
`
`On or about July 16, 2021, Kraft Heinz hired Groometo clean twosilos at its
`
`production facility in Dover, Delaware. Kraft Heinz issued purchase order number 4700886771
`
`("Purchase Order") to Groomedetailing the delivery date, quantity, unit price and total amount
`
`that Kraft Heinz would pay Groomefor the silo cleaning services. A true and correct copy ofthis
`
`Purchase Orderis attached hereto as Exhibit B.
`
`

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`17.
`
`Groome's Purchase Order is "governed by, and is subject to, the [Terms] effective
`
`on the date this Purchase Orderis received, which are incorporated by this reference. The [Terms]
`
`are
`
`available
`
`at
`
` http://(www.kraftheinzcompany.com/termsconditions purchase/purchase-
`
`terms.html, and a copyis also available upon request of your purchasing contact. Unless and to
`
`the extent that there is an executed agreement between the parties, acceptance of this Purchase
`
`Order includes acceptance of the [Terms]." (Exhibit B.)
`
`18.|Groomeaccepted all Terms, which were incorporated into the Purchase Order and
`
`agreed to provideall supervision, labor, equipment and supplies to complete the silo cleaning.
`
`19.__Aspart of the acceptance of these terms, Groome agreed to conduct its work in a
`
`safe and reasonable mannerto protect Kraft Heinz's property from injuries, damagesorlosses.
`
`20.|Groomefurther agreed that its work would be performed in accordance with both
`
`industry standards and state and federal regulations.
`
`21.
`
`Additionally, and upon completion of the silo cleaning, Groome agreed to remove
`
`all of its equipmentused in cleaningthe silo.
`
`B.
`
`GroomeFailed to Removeits Portable Work Light after Cleaning
`
`22.|Groomecleaned the first of Kraft Heinz's fructose silos in July of 2021 and the
`
`second in August of 2021.
`
`23.—Atall times, Groomewasfully aware the silos were to be used in the production of
`
`dry powder beverage mixesafter their cleaning.
`
`24. While cleaning Kraft Heinz's silos, Groome brought and utilized a Husky portable
`
`work light ("Husky Light") to illuminate the interior of the silos during cleaning.
`
`25.
`
`Silo one was cleaned without incident.
`
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`26.|However, during Groome's cleaning of silo two in August 2021, Groomeleft its
`
`Husky Light in the bottom of the silo, where it was hidden beneath the butterfly valve at the base
`
`of the silo.
`
`27.
`
`Despite having the duty to be responsible for all equipment it brought into the
`
`facility, including the need for its removal after cleaning, Groomefailed to either remove the
`
`HuskyLight or inform Kraft Heinz that Groome hadfailed to removeit.
`
`28.
`
`Instead, Groomecertified to Kraft Heinz that the silo cleaning was properly
`
`completed with all equipment removed from thesilo.
`
`C.
`
`29.
`
`The Husky Light Contamination
`
`Kraft Heinz refilled silo two with fructose product and returnedit to service, but
`
`subsequently discovered foreign material in its production line and, upon emptying silo two in
`
`October of 2021, found what remained of Groome's portable Huskylight and the rope to which it
`
`had been attached.
`
`30.
`
`Kraft Heinz determined it was necessary to issue a voluntary recall for certain
`
`Country Time Lemonade and Kool-Aid dry powder beverage mixes dueto the potential presence
`
`of foreign material and notified the U.S. Food & Drug Administration ("FDA") of the incident.
`
`31.|On November20, 2021, after further engagement and cooperation with the FDA,
`
`Kraft Heinz expanded its recall to include additional production dates and other products,
`
`including certain Tang and Arizona Tea dry powder beverage mixes.
`
`32.
`
` Asaresult of this recall, Kraft Heinz sustained millions of dollars in damages.
`
`COUNT I- BREACH OF CONTRACT
`
`33.|Kraft Heinz adopts and incorporates paragraphs 1 to 32 above as paragraph 33 of
`
`its Complaint as though fully set forth herein.
`
`

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`34.
`
`The agreement between Kraft Heinz and Groome was a lawful, binding and
`
`effective agreement.
`
`35.
`
`Kraft Heinz agreed to pay Groomefor, and Groomeagreed to perform, specialized
`
`industrial cleaning services of Kraft Heinz's silos in an expert manner that would avoid the
`
`contamination of Kraft Heinz's products.
`
`36.
`
`Kraft Heinz fully performed andsatisfied all its obligations required under the
`
`agreement.
`
`37.
`
`Groome, however, breached the agreement in one or more of the following
`
`manners:
`
`. Failing to perform all services in a professional and workmanlike mannerin
`
`accordance with industry standards and applicable specifications (see Exhibit
`
`A, p. 2, 43);
`
`. Failing to removeall equipment used in cleaning the silo upon completion of
`
`the silo cleaning;
`
`. Failing to properly inspect Kraft Heinz's silo for foreign material, after cleaning
`
`and prior to certification of completion;
`
`. Failing to monitor and supervise the proper and safe performance of Groome's
`
`employees, including any foremen and supervisors who were responsible for
`
`overseeing the work performed by Groome's employees;
`
`. Failing to perform work that complied with Kraft Heinz's policies despite
`
`representing it would do so;
`
`Failing to perform its work in accordance with industry standards and state and
`
`federal regulations;
`
`

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`g. Failing to take all reasonable steps to ensure that the services were provided in
`
`a manner that complied with Kraft Heinz's premises policy and furtherthat did
`
`not restrict or prevent Kraft Heinz from operating its business with minimal
`
`disruptions (see Exhibit A,p. 2, 93);
`
`h. Failing to comply with all laws, statutes, ordinances, codes, regulations,rules,
`
`directives and orders of any federal, state,
`
`local municipal or
`
`foreign
`
`governmental entity or agency applicable to Groome's performance of its
`
`obligations under the Purchase Order,
`
`including, without
`
`limitation,
`
`the
`
`Occupational Safety and Health Act of 1970, the rules of the Food and Drug
`
`Administration and the Illinois Sanitary Food Preparation Act (see Exhibit A,
`
`p. 2, 94); and
`
`i. Failing to comply with Kraft Heinz's supplier quality expectation manuals.
`
`38.
`
`As a result of Groome's breach of the agreement, Kraft Heinz has sustained
`
`pecuniary, economic,tangible, intangible, consequential and monetary losses and will continue to
`
`sustain such lossesin the future.
`
`WHEREFORE,Kraft Heinz respectfully requests this Honorable Court enter judgment in
`
`its favor and against Groome in an amountto be determinedat trial, but in excess of $75,000, and
`
`that the Court award Kraft Heinz the costs of suit, statutory pre-judgment interest and any other
`
`furtherrelief it deems just and appropriate.
`
`COUNT II -INDEMNIFICATION
`
`39.
`
`Kraft Heinz adopts and incorporates paragraphs 1 to 38 above as paragraph 39 of
`
`its Complaint as though fully set forth herein.
`
`

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`40.
`
`The Parties agreed that the Purchase Order and Terms would control
`
`their
`
`relationship.
`
`41.|Under the Terms, Groomeagreed to "indemnify, defend and hold harmless" Kraft
`
`Heinz" from and against all losses, damages, liabilities, settlements, judgments, demands,fines,
`
`penalties, awards, costs and expenses(including reasonable attorney's fees and court costs) arising
`
`from any claims, actions, suits, demands, or proceedings (whether or not involving a third-party)
`
`arising out of or in connection with the performanceof the PO or Order, any breach of Supplier's
`
`watranties, representations, covenants or other obligations or duties contained in the PO or Order
`
`or any breach or violation of any other obligation or duty under applicable Law,negligent acts or
`
`omissions, or willful misconduct relating to the PO or Order" committed by Groomeorits
`
`employees or agents. (See Exhibit A,p. 4, 99.)
`
`42.|Groome's conduct in leaving the Husky Light inside Kraft Heinz's silo two has
`
`caused and exposed Kraft Heinz to significant damages, including payments to customers and
`
`other losses.
`
`43.
`
`Asa result of Groome's conduct, Kraft Heinz may also be subject to additional
`
`future claims, actions, suits, demandsor proceedingsarising out of or in connection with the Husky
`
`Light contamination requiring Groome's indemnification and defense of Kraft Heinz.
`
`44.|Groome owes Kraft Heinz for any and all compensation for "costs and expenses
`
`(including reasonable attorney's fees and court costs)" incurred by Kraft Heinz as a result of
`
`Groome's negligent performance and breaches related to the PO, including its warranties and
`
`representations.
`
`

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`WHEREFORE,Kraft Heinz respectfully requests this Honorable Court enter judgmentin
`
`its favor and against Groome in an amountto be determinedat trial, but in excess of $75,000, and
`
`that the Court award Kraft Heinz the costs of suit, attorney's fees, statutory pre-judgmentinterest
`
`and any other further relief it deems just and appropriate.
`
`COUNT Ill -NEGLIGENCE
`
`45.
`
`Kraft Heinz adopts and incorporates paragraphs 1 to 32 above as paragraph 45 of
`
`its Complaint as though fully set forth herein.
`
`46.
`
`Groome owed duties to Kraft Heinz to conduct itself in a safe and proficient
`
`manner while in and around Kraft Heinz's silo consistent with its purported level of expertise,
`
`implement and follow proper guidelines, properly inspect the silo, properly train, monitor and
`
`supervise its employees, comply with federal and state laws and properly remove the Husky Light
`
`so that the silo may be used for its intended purpose and so as to not damage Kraft Heinz's other
`
`property and products.
`
`47.|Groome breached its duties to Kraft Heinz, in one or more of the following
`
`manners:
`
`a. Failing to perform all services in a professional and workmanlike mannerin
`
`accordance with industry standards;
`
`b. Failing to remove all equipment used in cleaning the silo upon completion of
`
`the silo cleaning;
`
`c. Failing to properly inspect Kraft Heinz's silo for foreign contaminants, after
`
`cleaning and priorto certification of completion;
`
`10
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`d. Failing to monitor and supervise the proper and safe performance of Groome's
`
`employees, including any foremen and supervisors who were responsible for
`
`overseeing the work performed by Groome's employees;
`
`e. Failing to perform its work so as to not damage Kraft Heinz's property and
`
`products;
`
`f. Failing to perform its work in accordance with industry standards and state and
`
`federal regulations; and
`
`g. Failing to comply with all applicable laws, statutes, ordinances, codes,
`
`regulations, rules, directives and orders of any federal, state, local municipal or
`
`foreign governmental entity or agency,
`
`including, without
`
`limitation,
`
`the
`
`Occupational Safety and Health Act of 1970, the rules of the Food and Drug
`
`Administration and the Illinois Sanitary Food Preparation Act.
`
`48.|Groome's aforementioned breaches and related conduct directly and proximately
`
`caused contamination of and damage to Kraft Heinz's dry powder beverage mix products. As a
`
`result of the contamination, Kraft Heinz has sustained, and will sustain, significant damage in the
`
`form of lost production, lost products, lost profits, lost ingredients, loss of reputation, production
`
`disruptions, product recall, cleaning and sanitation costs, legal costs and expenses, damages to
`
`Kraft Heinz property and exposure to potential lawsuits and claims.
`
`WHEREFORE,Kraft Heinz respectfully requests this Honorable Court enter judgmentin
`
`its favor and against Groome in an amountto be determinedat trial, but in excess of $75,000, and
`
`that the Court award Kraft Heinz the costs of suit, statutory pre-judgment interest and any other
`
`furtherrelief it deems just and appropriate.
`
`11
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`

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`Respectfully submitted,
`
`Dated: March 11, 2022
`
`By:
`
`/s/P. Stephen Fardy
`Oneofthe Attorneys for Plaintiff
`Kraft Heinz Foods Company
`
`P. Stephen Fardy, #6230900
`Arthur J. Reliford, Jr. # 6270485
`David S. Goles #6256012
`Mark J. McLoughlin, #6294293
`SWANSON, MARTIN & BELL, LLP
`330 North Wabash,Suite 3300
`Chicago,Illinois 60611
`312- 321-9100
`sfardy@smbtrials.com
`areliford@smbtrials.com
`dgoles@smbtrials.com
`mmcloughlin@smbtrials.com
`
`12
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`

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`KraftHeinz
`
`STANDARD TERMS AND CONDITIONS OF PURCHASE — UNITED STATES
`
`These Standard Terms and Conditions of Purchase are
`incorporated into and made a part of the Purchase
`Order (“PO”) or the Service Order or other order
`(“Order”) by and between the entity identified as
`supplier, vendor, manufacturer, distributor, seller or
`other
`similar designation on the PO or Order
`(“Supplier”) and Kraft Heinz Foods Company (or the
`affiliate specified on the PO or Order)
`(“Kraft
`Heinz”). The term “party” herein refers to either
`Kraft Heinz or Supplier, and the term “parties” herein
`refers to both Kraft Heinz and Supplier.
`
`Kraft Heinz agrees to purchase and Supplier agrees to
`sell the products, goods, materials, ingredients, parts,
`items, or equipment (“Products”) and/or perform the
`services (“Services”) specified on the PO or Order.
`Supplier accepts the PO or Order by informing Kraft
`Heinz of its acceptance, beginning to perform underit,
`or otherwise taking any action that would constitute
`acceptance under applicable Laws.
`
`PO/Order_ Structure; Entire Agreement;
`1.
`Amendment. The PO or Order consists of:
`these
`Standard Terms and Conditions of Purchase;
`the
`provisions on the cover page of the PO or Order
`containing the link to these Standard Terms and
`Conditions of Purchase (also referred to herein as the
`“face” of
`the PO or Order);
`any exhibits or
`attachments to such PO or Order; and any documents
`incorporated by reference herein or therein. The PO or
`Order constitutes the entire agreement between the
`parties with respect
`to the Products and Services
`ordered thereunder and supersedes
`all prior or
`contemporaneous
`understandings,
`negotiations,
`communications, and agreements, with respect to the
`subject matter thereof. Kraft Heinz rejects any andall
`additional,
`different,
`or
`inconsistent
`terms
`or
`conditions contained in or
`incorporated into any
`quotations, acknowledgements, invoices or any other
`business document or form (electronic or otherwise)
`that Supplier provides to solicit the PO or Order from
`Kraft Heinz or sends in response to the PO or Order.
`No amendment, deletion, supplement or change to the
`PO or Order by Supplier will be binding unless in a
`written document signed by both Kraft Heinz and
`Supplier. Notwithstanding the foregoing, if the PO or
`Order references an agreement in effect between Kraft
`Heinz (orits affiliate) and Supplier, the terms of that
`agreement will apply with respect to the sale and
`purchase of Products and/or
`the performance of
`Services under the PO or Order, and these Standard
`Terms and Conditions of Purchase will not apply.
`
`Supplier will sell
`Prices and Payment.
`2.
`Products and/or Services to Kraft Heinz at the price
`stated in the PO or Order, which Supplier agrees will
`not be higher than the price Supplier charges similar
`customers for similar volumes. Theprice includesall
`costs to be charged to Kraft Heinz, unless Kraft Heinz
`agrees in advancein writing to reimburse Supplier for
`specific out-of-pocket costs,
`in which case Supplier
`will list such costs on the invoice without mark-up
`after any discount or rebate and provide copies of
`original receipts if any such costs exceed US$25, or
`otherwise upon Kraft Heinz’s request.
`
`Supplier will invoice Kraft Heinz for Products only
`after Supplier has delivered them, and for Services
`only after Supplier has completely performed them.
`Each invoice must include information Kraft Heinz
`reasonably requests.
`
`Unless otherwise specified on the face of the PO or
`Order, payment terms are 90 days from the end of the
`month in which Kraft Heinz receives acceptable
`Products
`and/or Services or
`a
`correct
`invoice,
`whicheveris later, plus 7 days. Kraft Heinz has no
`obligation to pay invoices Kraft Heinz receives for
`Products or Services more than 6 monthsafter they are
`delivered or performed. Kraft Heinz may withhold
`disputed amounts under the PO or Order until the
`dispute is resolved, and Kraft Heinz may offset any
`amounts Supplierorits affiliates owe Kraft Heinz.
`
`and
`Representations,
`Warranties,
`3.
`Covenants. Supplier represents and warrants that all
`Products and their packaging will: (a) strictly comply
`with Kraft Heinz’s
`specifications
`(or Supplier
`specifications that Kraft Heinz has approved if no
`Kraft Heinz specifications are to be provided); (b) be
`of new material, good quality and workmanship, and
`free from defects;
`(c)not
`impart any unintended
`flavor, odor, or color to any Kraft Heinz finished
`goods (whether from the Products delivered or their
`packaging); (d) be fit for the use intended by Kraft
`Heinz (including fit for human consumption where
`such is intended); (e) conform to all samples approved
`by Kraft Heinz; (f) be provided to Kraft Heinz with
`good title,
`free
`and
`clear of
`any
`liens
`and
`encumbrances; (g) be produced at a facility approved
`in advance by Kraft Heinz;
`(i) not,
`to Supplier’s
`knowledge,
`cause
`exposure
`to
`any
`chemical
`determined under the California Safe Drinking Water
`and Toxic Enforcement Act of 1986 andits regulations
`and amendments (commonly known as Prop 65) to
`cause cancer or reproductive toxicity; (j) not infringe,
`
`1
`
`EXHIBIT A
`
`

`

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`
`KraftHeinz
`
`the
`nor will Kraft Heinz’s use of them infringe,
`intellectual property rights of any third party; and (k)
`strictly comply with any other warranty, representation
`and/or covenant that Supplier has expressly extended
`to Kraft Heinz regarding the Products or Services.
`
`governmental entity or agency (“Laws”) applicable to
`Supplier’s performanceofits obligations under the PO
`or Order, including, without limitation, the production,
`manufacturing, packaging, storage, shipment, and sale
`of the Products or the provision of Services.
`
`Supplier will comply with applicable Kraft Heinz
`Supplier Quality Expectations Manuals,
`security
`guidelines and other guidelines that Kraft Heinz
`broadly requires its suppliers to meet, which are
`incorporated herein by reference (including ingredient-
`specific and external manufacturing requirements).
`Supplier acknowledges receiving the manuals and
`specifications, which are made a part of the PO or
`Order.
`Such manuals and specifications may be
`changed by Kraft Heinz upon notice to Supplier, and
`Supplier must comply with any changed manuals and
`specifications within 30 days of receiving notice.
`Supplier will inform Kraft Heinz immediately (and
`provide any relevant information and documentation)
`if Supplier learns of any potential quality, safety or
`labeling problem with Products or any potential
`violation of Supplier’s obligations in the PO or Order.
`
`Supplier represents and warrants Services provided
`under the PO or Order(a) will be performed diligently
`and in a professional and workmanlike manner in
`accordance with the provisions of the PO or Order,
`industry standards, and applicable specifications and
`(b) will not infringe, nor will Kraft Heinz’s use of
`them infringe, the intellectual property rights of any
`third party.
`Supplier will not create or permit any
`liens or third-party security interests affecting the
`Services or any deliverables provided in connection
`with the Services, Kraft Heinz, or any materials or
`equipment Kraft Heinz provides for the Services.
`Additionally, Supplier must comply with any andall
`of Kraft Heinz’s policies relating to the premises
`where Services are to be performed and musttakeall
`reasonable steps to ensure that Services are provided
`in a manner that does not restrict or prevent Kraft
`Heinz
`from carrying on its business
`and_
`that
`minimizes disruptions.
`
`Supplier hereby assigns to Kraft Heinz any warranties
`related to Products and/or Services, or if Supplier
`cannot assign them, Supplier agrees to make claims
`under them on Kraft Heinz’s behalf at the request of
`Kraft Heinz. Supplier will ensure that its employees,
`contractors, subcontractors, and agents comply with
`the PO or Order and, when at a Kraft Heinz premises,
`the safety and security requirements of Kraft Heinz.
`
`Supplier will
`Compliance with Law.
`4.
`comply with all
`laws, statutes, ordinances, orders,
`codes, regulations, rules, regulations, directives, and
`orders of any federal, state, local, municipal or foreign
`
`Supplier represents and warrants that all foods (or
`substances provided for use
`in or
`for
`foods)
`comprising each shipment or other delivery made to
`(or on the order of) Kraft Heinz will not, as of the date
`of such shipment and delivery:
`(4) be adulterated or
`misbranded within the meaning of the U.S. Federal
`Food, Drug and Cosmetic Act of 1938, as amended
`(the “FFDCA”) and the U.S. Federal Fair Packaging
`and Labeling Act of 1966, as amended (together with
`the FFDCA,the “Federal Acts”), or any other food or
`drug Laws under which the
`adulteration
`and
`misbranding provisions are substantially the same as
`those found in the Federal Acts; or (ii) be or contain an
`article that may not be introduced into interstate
`commerce under the FFDCA. Upon the request of
`Kraft Heinz, Supplier will sign pure food guarantees
`provided by Kraft Heinz which are generally
`consistent with the FFDCA.
`
`Supplier further represents and warrants that Supplier
`and its employees, officers, directors, contractors,
`subcontractors, agents, and other representatives will
`comply with all applicable anti-corruption Laws
`(including the U.S. Foreign Corrupt Practices Act, the
`U.K. Bribery Act of 2010 and the Canada Corruption
`of Foreign Public Officials Act) and Supplier further
`represents and warrants that neither Supplier, nor any
`of its employees, officers, directors,
`contractors,
`subcontractors, agents, or other representatives, have
`made any payments in connection with the PO or
`Order which could violate any applicable
`anti-
`corruption Laws.
`
`selling or
`is
`it
`Supplier expressly warrants that
`furnishing the Products
`and/or Services
`in full
`compliance with the Occupational Safety and Health
`Act of 1970, as amended, and all standards, rules,
`regulations, and orders issued pursuant thereto, and all
`other federal and state occupational safety and health
`Laws,
`the provisions of which are substantially the
`same as those found in such Act or administered by
`any state pursuant to that Act. Supplier will furnish
`Kraft Heinz with a Material Safety Data Sheet with
`each shipment, delivery, or provision of a hazardous
`chemical or hazardous material to Kraft Heinz in strict
`compliance with
`the
`hazard
`communication
`regulations of the Occupational Safety and Health
`Administration of the U.S. Department of Labor and
`any and all state and local hazard communication,
`right-to- know, and similar and related Laws.
`
`

`

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`
`KraftHeinz
`
`If standard practice of Supplier or requested by Kraft
`Heinz, Supplier will certify, at the time of delivery or
`invoicing,
`that Products
`sold
`hereunder were
`manufactured or producedin full compliance with the
`Fair Labor Standards Act of 1938, as amended to the
`date of certification, and all applicable United States
`Department of Labor rules, regulations or guidelines
`thereunder.
`
`Materials and Other Resources. Unless
`5.
`Kraft Heinz
`provides
`Supplier with materials,
`equipment or tooling in connection with the PO or
`Order, Supplier, at
`its sole cost and expense, will
`obtain all necessary materials, equipment,
`tooling,
`ingredients, personnel, and supplies to perform its
`obligations under the PO or Order. Kraft Heinz may
`direct Supplier to purchase materials from certain
`suppliers and Supplier will do so unless it would cause
`Supplier to breach its existing contracts. Supplier will
`only use such materials to perform under the PO or
`Order and will pass through to Kraft Heinz any rebates
`or other savings Supplier receives as a result. If Kraft
`Heinz
`provides
`Supplier with
`any materials,
`equipment or tooling in connection with the PO or
`Order:
`(i) they are provided “AS IS”,
`(ii) they will
`remain Kraft Heinz property,
`(iii) Supplier will
`maintain them in good condition (normal wear and
`tear excepted), (iv) Supplier will ensure they remain
`free of any liens or security interests, (v) Supplier will
`only use them in connection with the PO or Order, and
`(vi) Supplier will return them to Kraft Heinz in good
`condition (normal wear
`and tear
`excepted)
`or
`otherwise dispose of them as Kraft Heinz directs.
`Using materials, equipment, or tooling provided by
`Kraft Heinz or using a supplier directed by Kraft
`Heinz will not
`relieve Supplier of any of
`its
`obligations under the PO or Order o