What constitutes the entire agreement between parties concerning the subject matter of the Warehouse Addendum for a Ben Jerrys franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
25. Integration.
- a. This Warehouse Addendum constitutes the entire, full, and complete agreement between the parties concerning the subject matter hereof, and supersedes all prior agreements, no other representations having induced the parties to execute this Warehouse Addendum. This Warehouse Addendum may be amended only by written agreement signed by all of the parties.
- b. This Warehouse Addendum constitutes an integral part of the Franchise Agreement between the parties hereto, and the terms of this Warehouse Addendum shall be controlling with respect to the subject matter hereof. Except as modified or supplemented by this Warehouse Addendum, the terms of the Franchise Agreement shall remain the same and are hereby ratified and confirmed.
- c. In addition to the obligations set forth in this Warehouse Addendum, all provisions of the Franchise Agreement that, by their terms or implication, would be applicable to the Authorized Warehouse and the provision of Off-Premises Activities [and/or Mobile Vending], will also apply to the Authorized Warehouse and the provision of Off-Premises Activities [and/or Mobile Vending], and OPERATOR [and the Catering Entity] [agree/agrees] to comply with all such provisions in connection with the operation of the Authorized Warehouse and the provision of Off-Premises Activities [and/or Mobile Vending].
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Warehouse Addendum represents the complete agreement between the involved parties regarding its specific subject matter. This agreement takes precedence over any prior agreements or representations that may have been made, emphasizing that only the terms within the addendum are binding. Any modifications to this addendum must be formalized through a written agreement that is signed by all parties involved.
Furthermore, the Warehouse Addendum is considered an integral component of the overall Franchise Agreement. In situations where conflicts arise, the terms outlined in the Warehouse Addendum will govern the specific issues it addresses. However, unless explicitly modified or supplemented by the Warehouse Addendum, all other terms and conditions of the original Franchise Agreement remain in full effect, essentially reaffirming the original agreement's validity and applicability.
In addition to the obligations detailed in the Warehouse Addendum, all provisions of the Franchise Agreement that are relevant to the Authorized Warehouse and any Off-Premises Activities, such as mobile vending, will also apply. The operator is expected to adhere to these provisions in the operation of the Authorized Warehouse and the execution of Off-Premises Activities. This ensures that the operation of the warehouse and any related activities are fully integrated into the existing franchise framework and subject to the same standards and requirements.