Location via proxy:   [ UP ]  
[Report a bug]   [Manage cookies]                

Vendor Agreement

You are on page 1of 4

Vendor Agreement

This Vendor Agreement is made effective as of May 18, 2012, by and between Oracell Company, Inc ("Oracell Co.") of 123 Main St., San Francisco, California 94941, and Provincial Retail, Inc ("Provincial Retail") of 440 Montgomery St., San Francisco, California 94103. WHEREAS, the Oracell Co. is the Organizer and renter of Cow Palace located at 45 Courtyard Road, Daly City, California 94140 (herein after referred as the 'Building'), where the The Retail Extravaganza will be conducted; and WHEREAS, Provincial Retail is engaged in the business of Vendors produces and sells high end men's and women's shoes.. NOW, THEREFORE, it is agreed that: PURPOSE. Oracell Co. agrees to provide Provincial Retail space to conduct Provincial Retail's business in Cow Palace, at The Retail Extravaganza. Provincial Retail's use of Oracell Co.'s building is limited to the space selected by Oracell Co. as identified prior to the event. In general, Provincial Retail is guaranteed a minimum of 600 square feet of space. Provincial Retail accepts the opportunity to participate as a vendor in the Building for The Retail Extravaganza commencing on July 06, 2012 and ending on July 08, 2012. Provincial Retail hereby accepts the following listed conditions and limitations. HOURS OF OPERATION. Oracell Co. area shall remain open from 11:00 AM to 6:30 PM each day the Event is in progress, unless Oracell Co. notifies Provincial Retail of other hours of operation. INSTALLATION AND TEAR DOWN. Provincial Retail shall set up the facilities for sale on July 04, 2012, between 8:00 AM to 5:00 PM. Provincial Retail shall remove his/her facilities for sale from the Building no later than 6:00 PM on July 10, 2012. PAYMENT. Provincial Retail is provided with the Space in the Building in exchange for $3,500.00 to paid upon signing this Agreement. Space locations will be assigned by Oracell Co. and provided to Provincial Retail in advance of the Event. Provincial Retail agrees to also pay an amount equal to 5% of Provincial Retail's gross daily receipts plus the applicable taxes. The term "Gross Daily Receipt" shall mean the total amount charged by Vendor, its employees, agents, or licensees, for all goods and merchandise sold or services performed, whether for cash or other consideration or on credit, and regardless of collections, including but not limited to orders taken at the building. APPEARANCE. Provincial Retail is responsible for cleaning and maintaining the Space provided in an organized and neat manner. This responsibility includes Provincial Retail's responsibility to remove bulk trash. Should Provincial Retail fail to keep the Space in an orderly manner will result
This is a RocketLawyer.com Legal Document

in additional removal fees. EXTRA SERVICES. Oracell Co. is not obliged to provide telephone, water, electrical and drain services to Provincial Retail. Provincial Retail shall also be responsible for payment of other charges like, electricity charges, water charges, taxes, etc. to the concerned authorities. DISPLAYS AND SIGNS. All displays in the building must be free standing. Nothing may attach to walls or columns of the building by any means at all. Signs must be free standing. Signs should not block other vendor's shops. Signs may not attach to the walls or columns of the building QUALITY PRODUCTS. Provincial Retail shall ensure proper quality of the products sold. Provincial Retail shall comply with all applicable laws as to vendor's sales. EMPLOYMENT OF STAFF. Provincial Retail will employ adequate staff at Provincial Retail's own cost in order to operating the Space provided by Oracell Co.. FOOD AND BEVERAGES. No food or beverage may be brought into the Building by Provincial Retail from outside. Provincial Retail shall purchase all foods and beverages from facilities provided for the event. INSURANCE. Provincial Retail is solely responsible to obtain insurance coverage on property brought into the Building. Provincial Retail assumes full responsibility for items left in the facility. Oracell Co. accepts no liability for lost, stolen or damages property and is not required to carry additional insurance to cover Provincial Retail's property. INDEMNIFICATION. Provincial Retail agrees to indemnify and hold Oracell Co. harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Oracell Co. that result from the acts or omissions of Provincial Retail and/or Provincial Retail's employees, agents, or representatives. Oracell Co. shall be solely responsible for insuring all applicable laws are followed and complied with in selling and presenting Oracell Co.'s products and services at the Event. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

d.

REMEDIES. In addition to any and all other rights a party may have available according to law,
This is a RocketLawyer.com Legal Document

if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable
This is a RocketLawyer.com Legal Document

for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of California. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. Organizer: Oracell Company, Inc

By: ________________________________________ John D. Mackabee Vice President

Vendor: Provincial Retail, Inc

By: ________________________________________ Gina R. Farraday President

This is a RocketLawyer.com Legal Document

You might also like