Salon Product Supplier Agreement
Salon Product Supplier Agreement
This Salon Product Supplier Agreement ("Agreement") is made and entered into as of [Date], by and between [Supplier Name], with a principal place of business located at [Supplier Address] ("Supplier"), and [Your Company Name], with a principal place of business located at [Your Company Address] ("Salon").
WHEREAS, the Supplier is engaged in the manufacture and distribution of salon products more specifically described in Exhibit A attached to this Agreement ("Products"); and
WHEREAS, the Salon desires to purchase such Products from the Supplier for use and retail sale at the Salon’s premises, and the Supplier agrees to supply the Products to the Salon on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
I. Product Supply
The Supplier agrees to supply the Salon with the Products listed in Exhibit A, which includes various hair care, skin care, and beauty enhancement products. The Supplier guarantees that all Products supplied under this Agreement will meet the specifications and quality standards described in Exhibit A.
II. Pricing and Payment Terms
A. Pricing: The price for each Product shall be as specified in Exhibit B. Prices are inclusive of all taxes and duties but exclusive of shipping costs which shall be borne by the Salon.
B. Payment Terms: The Salon agrees to pay for Products within 30 days from the date of invoice. Payments shall be made via bank transfer to the account specified by the Supplier. A 2% discount on the total invoice amount is available for payments made within 10 days of the invoice date.
C. Price Adjustments: The Supplier reserves the right to adjust the prices annually on the anniversary of this Agreement based on changes in market conditions, with a maximum increase of no more than 5%. The Supplier will provide the Salon with a 60-day prior written notice of any price adjustment.
III. Ordering and Delivery
A. Ordering Process: The Salon shall place orders for Products at least 14 days in advance of the desired delivery date using the Supplier’s standard order form.
B. Delivery: The Supplier is responsible for delivering the Products to the Salon’s premises within 7 days from the order confirmation date. The Supplier will bear all risks associated with the delivery until the Products are delivered to the Salon’s premises.
C. Late Delivery: If the Supplier fails to deliver the Products within the agreed timeframe, the Salon may cancel the undelivered portion of the order, and any payments made for such Products shall be refunded within 7 days of cancellation. Additionally, a penalty of 1% of the value of the late Products per day of delay will be applied, up to a maximum of 10% of the value of the delayed Products.
IV. Minimum Purchase Requirements
The Salon agrees to purchase a minimum annual quantity of Products worth $20,000. Failure to meet this minimum purchase requirement will result in a reassessment of the pricing terms provided under this Agreement.
V. Returns and Refunds
A. Return Policy: The Salon may return any Product that does not conform to the specifications outlined in Exhibit A within 15 days of receipt. To initiate a return, the Salon must provide written notice to the Supplier detailing the non-conformity.
B. Refunds: Upon receipt and verification of the returned non-conforming Products, the Supplier shall either replace the Products at no additional charge or refund the Salon the purchase price paid for the returned Products within 10 days of return acceptance.
C. Unauthorized Returns: Returns made without proper authorization from the Supplier or beyond the specified 15-day period will not be accepted and will be returned to the Salon at the Salon's expense.
VI. Quality Assurance and Compliance
A. Compliance with Standards: The Supplier guarantees that all Products supplied will comply with applicable industry standards and regulations. The Supplier agrees to maintain all necessary certifications and to provide copies to the Salon upon request.
B. Quality Control: The Supplier shall conduct ongoing quality control inspections to ensure that all Products meet the quality standards specified. The Salon has the right to request quality control documentation for any batch of Products delivered under this Agreement.
C. Remedies for Non-Compliance: If the Salon identifies a compliance or quality issue, the Supplier must be notified in writing within 5 days of the issue's discovery. The Supplier will have 10 days to address the issue, either by correcting the non-compliance or replacing the defective Products at no additional cost to the Salon. If the issue is not resolved within this timeframe, the Salon may return the affected Products for a full refund, including shipping costs.
VII. Marketing and Promotional Support
A. Support Provided: The Supplier agrees to provide marketing and promotional support valued at $5,000 annually to enhance the visibility and sales of the Products within the Salon. This support may include promotional materials, product samples, and staff training sessions.
B. Co-Branding Opportunities: The Salon and Supplier may collaborate on co-branded marketing initiatives. Specific terms and contributions for such initiatives will be agreed upon separately in writing prior to the commencement of any campaign.
VIII. Intellectual Property
A. Ownership Rights: All intellectual property rights in the Products, including any modifications or derivatives thereof, shall remain the sole property of the Supplier. The Salon is granted a non-exclusive, non-transferable license to use the Supplier’s trademarks and branding solely in connection with the sale and promotion of the Products.
B. Prohibition Against Misuse: The Salon agrees not to alter, remove, or obscure any trademarks or proprietary notices on the Products. Additionally, the Salon shall not use the Supplier’s intellectual property for any purpose other than the sale and promotion of the Products without the prior written consent of the Supplier.
IX. Confidentiality
A. Confidential Information: Both parties may have access to confidential information that is proprietary to the other party. Confidential information includes, but is not limited to, business and marketing plans, technology, specifications, and pricing details.
B. Obligation of Confidentiality: Each party agrees to maintain the confidentiality of the information and to not disclose such information to any third party without the prior written consent of the other party. This obligation shall persist during the term of this Agreement and for a period of 5 years following its termination.
C. Exclusions: Information will not be considered confidential if it is publicly known through no fault of the receiving party or is rightfully received from a third party not in breach of a non-disclosure obligation.
X. Exclusivity
The Supplier shall be the exclusive provider of the Products listed in Exhibit A to the Salon within the geographic region specified as [Region]. The Salon agrees not to purchase or obtain similar products from any other supplier within this region during the term of this Agreement.
XI. Term and Termination
A. Term: This Agreement shall commence on [Start Date] and shall continue in effect until [End Date], unless terminated earlier in accordance with the provisions of this Agreement.
B. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any of its material obligations under this Agreement and fails to cure such breach within 30 days after receipt of written notice of such breach.
C. Termination for Convenience: Either party may terminate this Agreement for any reason by providing the other party with 90 days written notice.
XII. Dispute Resolution
A. Mediation: In the event of a dispute, the parties agree to first attempt to resolve the matter through mediation by a mutually agreed-upon mediator in [Location].
B. Arbitration: If mediation fails to resolve the dispute, the dispute shall be resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Location], and the decision of the arbitrator(s) shall be final and binding.
XIII. Miscellaneous Provisions
A. Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control (such as natural disasters, war, or governmental restrictions).
B. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.
C. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
D. Notice: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the national mail, postage prepaid, addressed to the respective addresses last given by each party to the other – provided that email notification shall be sufficient when addressing day-to-day operations under this Agreement.
Signatures
In witness whereof, the parties have executed this Salon Product Supplier Agreement as of the date first above written.
Supplier
[Name]
[Date]
Salon
[Name]
[Date]
