DSW EDI Additional Guidelines For Vendor Merchandise
DSW EDI more requirements for vendors are given below in addition to general DSW EDI Program Guidelines. More info can be found in our previous posts.
Under no circumstances will DSW be liable to vendor as a result of any cancellation after acceptance for any amount in excess of the purchase price set forth in a purchase order. dsw shall not be liable for any incidental, special, exemplary, or consequential damages whether based upon theories of contract, tort, or otherwise, arising out of or relating to such purchase order.
Vendor agrees to defend, protect and save harmless, DSW, its subsidiaries, successors, assigns, customers and users of its merchandise against any suit, damage, claim, demand, or expense (including attorneys’ fees): (a) from actual or alleged infringements of any foreign or domestic patent, trademark, trade name, copyright or other industrial, personal and intellectual property rights of any nature whatsoever; (b) arising out of any claim for damages from, defects in the merchandise, whether latent or patent, in material or workmanship, defective design, defective warnings or instructions; (c) arising out of Vendor’s negligence; or (d) upon any other breach by Vendor of any representation or warranty made herein. DSW shall have the right to appoint counsel for and defend itself against civil, administrative or criminal actions, suits, or proceedings arising out of the foregoing even if any of the allegations thereof are groundless, false or fraudulent.
Amounts owing to DSW by Vendor as a result of this Section shall be paid to DSW by Vendor immediately following written notice by DSW. DSW shall have the absolute right to control the conduct of any threatened litigation or litigation instituted against it and to settle and compromise any claims made against it without notice or approval of Vendor, without affecting or reducing DSW’s right to be indemnified by Vendor hereunder.
All indemnities, warranties, guarantees and representations shall survive shipment of merchandise or termination of the applicable purchase order, are for the benefit of and shall be enforceable by DSW, any party to whom the merchandise is delivered, and the officers, directors, employees, affiliates, subsidiaries, heirs, successors and assigns of each of them and shall not be exclusive of any other representatives and warranties made by Vendor, whether express or implied.