Hotel Vendor Agreement

I. The Parties

This Vendor Agreement ("Agreement") is made and entered into on [Month Day, Year] ("Effective Date") by and between [Your Company Name] hereinafter referred to as the ("Buyer") with a primary place of business at [Your Company Address] and [Vendor's Name] hereinafter referred to as the ("Vendor") with a primary place of business at [Vendor's Address] collectively referred to as the ("Parties").

WHEREAS, the Buyer requires various products and services for its operations, including but not limited to food supplies, toiletries, and maintenance services;

WHEREAS, the Vendor has the necessary expertise, experience, and resources to supply the required products and services to the Buyer;

WHEREAS, both parties wish to enter into a vendor agreement to outline the specific terms and conditions of their relationship and establish their respective rights and obligations

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the Buyer and Vendor agree to the following terms and conditions:

II. Scope of Work

A. Vendor Obligations

Product and Service Supply: The Vendor shall promptly supply the products and services specified in the purchase orders issued by the Buyer. These may include, but are not limited to, food supplies, toiletries, and maintenance services. The Vendor shall ensure that all supplied products and services meet the quality standards and specifications outlined by the Buyer.
Delivery Commitments: The Vendor agrees to adhere strictly to the delivery schedules and timelines established in the respective purchase orders and schedules. Timely delivery is crucial for the smooth operation of the hotel, and the Vendor shall make every effort to meet these commitments.
Training and Support: For any complex products delivered to the Buyer, the Vendor shall provide comprehensive training and support. This includes detailed instructions on usage, troubleshooting, and maintenance. The Vendor’s commitment extends beyond mere delivery; they shall actively assist the Buyer in maximizing the benefits of the supplied products.
Record Keeping: The Vendor shall maintain accurate and up-to-date records of all transactions and deliveries made to the Buyer. These records must be retained for a minimum of [5] years from the date of delivery. Proper documentation ensures transparency and accountability throughout the business relationship.

B. Buyer Obligations

Detailed Purchase Orders: The Buyer shall issue detailed purchase orders specifying the quantity, quality, and delivery schedule for the required products and services.
Inspection and Approval: Upon receipt of goods and services, the Buyer shall promptly inspect them. Any discrepancies or issues shall be promptly communicated to the Vendor.
Timely Payments: The Buyer agrees to make timely payments for all approved products and services. Payment terms shall be as per the agreed-upon terms in the purchase orders.
Facility Access and Information Sharing

4.1. The Buyer shall provide the Vendor with necessary access to facilities (such as storage areas, loading docks, etc.) to facilitate smooth product delivery.

4.2. Additionally, the Buyer shall share relevant information (such as occupancy rates, seasonal demands, etc.) to help the Vendor plan effectively.

III. Price and Payment Terms

A. Pricing

Product and Service Pricing

1.1. The pricing for all products and services shall be as explicitly specified in the respective purchase orders issued by the Buyer.

1.2. The Vendor acknowledges the importance of competitive pricing and commits to informing the Buyer promptly about any potential cost reductions or promotional pricing during the term of this Agreement.
Cost Reductions and Promotions: The Vendor shall actively explore opportunities for cost savings and efficiency improvements. If such opportunities arise, the Vendor shall promptly communicate them to the Buyer. Transparency regarding pricing adjustments ensures a fair and mutually beneficial business relationship.
Changes to Agreed Pricing: Any proposed changes to the agreed pricing must be documented in writing and approved by both parties before implementation. This ensures clarity and prevents misunderstandings regarding financial terms.
Price Stability: The prices agreed upon shall remain fixed for a period of [1] year from the Effective Date unless otherwise mutually agreed upon in writing. Stability in pricing allows both parties to plan effectively and minimizes disruptions.

B. Payment Terms

Timely Payments: Payments for delivered products and services shall be made within [30] days from the date of delivery and acceptance by the Buyer, unless otherwise specified in the purchase order. Timely payments are essential for maintaining a healthy vendor relationship and ensuring smooth operations.
Electronic Funds Transfer (EFT): Payments will be made via electronic funds transfer (EFT) to the bank account specified by the Vendor, unless alternative payment methods are explicitly agreed upon in writing. EFT provides efficiency and security in financial transactions.
Quality Assurance and Payment Withholding: The Buyer reserves the right to withhold payment for any products or services that do not meet the agreed-upon quality or specifications. This provision encourages the Vendor to consistently deliver high-quality goods and services.
Interest on Overdue Payments: Any undisputed amounts invoiced but unpaid after the due date will accrue interest at a rate of [1.5]% per month. This incentivizes prompt payment and compensates the Vendor for any delays.

IV. Security Interest

A. Retention of Security Interest

Vendor’s Security Interest: The Vendor shall retain a security interest in all products supplied under this Agreement until full payment is received from the Buyer. This security interest ensures that the Vendor has recourse in case of non-payment by the Buyer.
Reclaiming Unpaid Products: In the event of non-payment, the Vendor reserves the right to reclaim any unpaid products supplied to the Buyer under this Agreement. The Vendor’s ability to reclaim products serves as a safeguard against financial losses.

B. Buyer’s Obligations

Document Execution: The Buyer agrees to execute any necessary documents to perfect the Vendor’s security interest in the products. Proper documentation formalizes the security interest and protects the Vendor’s rights.
Restrictions on Product Movement and Sale: Until full payment is made, the Buyer shall not move or sell any products subject to the Vendor’s security interest. This restriction ensures that the Vendor’s interest remains intact until financial obligations are met.
Automatic Termination of Security Interest: The Vendor’s security interest will automatically terminate upon receipt of full payment for the corresponding products. Once payment is complete, the Buyer gains full ownership without any encumbrances.

V. Term and Termination

A. Term

Commencement and Duration: This Agreement shall commence on the Effective Date and continue for a period of [1] year unless terminated earlier in accordance with the terms herein.
Renewal Option

2.1. The Agreement may be renewed for an additional [1] year period upon mutual written agreement of the Parties.

2.2. Renewal terms can be proposed by either party at least [30] days prior to the expiration of the then-current term.
Continuation of Obligations: All obligations specified in this Agreement will remain in effect until the expiration of this Agreement unless otherwise terminated as per the agreed terms. This ensures consistency and clarity regarding ongoing responsibilities.

B. Termination

Notice Period: Either party may terminate this Agreement for any reason by providing [60] days’ written notice to the other party. Sufficient notice allows both parties to plan for the transition effectively.
Immediate Termination for Breach: Either party may terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [30] days of receiving notice.
Settlement of Accounts: Upon termination, both parties agree to settle all outstanding accounts within [30] days.
Preservation of Rights and Obligations: Termination will not affect any rights or obligations that accrued prior to the effective date of termination. This provision ensures that historical transactions and commitments remain valid.

VI. Confidentiality

A. Definition of Confidential Information

Confidential Information: Both Parties acknowledge that any information exchanged under this Agreement is considered confidential. This includes, but is not limited to, proprietary data, trade secrets, business strategies, financial information, customer lists, and any other non-public information.
Purpose of Use: Each Party agrees to use the other’s Confidential Information solely for the purpose of fulfilling their obligations under this Agreement.

B. Obligations

Reasonable Steps: Both Parties shall take reasonable steps to maintain the confidentiality of the exchanged information. This includes safeguarding it against unauthorized access, disclosure, or use.
Use Restrictions: Confidential Information shall be used exclusively for the performance of duties outlined in this Agreement. Any other use requires prior written consent.
Public Domain Exception: Information already in the public domain (excluding any breach of confidentiality) is not considered Confidential Information under this Agreement.

C. Return or Destruction

Upon termination or expiration of this Agreement:

Each Party shall promptly return or destroy all Confidential Information received from the other Party.
Written confirmation of compliance shall be provided after termination or expiration.

D. Exceptions

Legal Obligations: Nothing in this Agreement restricts either Party from disclosing Confidential Information as required by law, court order, or regulatory authority.
Authorized Disclosures: Either Party may disclose Confidential Information to its employees, contractors, or agents who have a legitimate need to know for the purpose of fulfilling obligations under this Agreement. Such recipients shall be bound by confidentiality obligations similar to those herein.

VII. Indemnification

A. Vendor’s Indemnification

Vendor’s Obligation: The Vendor agrees to indemnify and hold harmless the Buyer from any claims, damages, liabilities, and expenses arising out of or related to the Vendor’s performance or non-performance under this Agreement.
Scope of Indemnification: The Vendor shall bear the costs of defense, settlement, or judgment. This includes claims arising from:

2.1. Defective products or services provided by the Vendor.

2.2. Breach of warranties or representations made by the Vendor.

2.3. Violation of intellectual property rights.

2.4. Negligence or misconduct of the Vendor or its Personnel.
Limitations: Neither party shall be liable to the other for any indirect, consequential, or special damages under this Agreement.

B. Buyer’s Indemnification

Buyer’s Obligation: The Buyer agrees to indemnify and hold harmless the Vendor from any claims, damages, liabilities, and expenses arising out of or related to the Buyer’s use of the products or services supplied by the Vendor under this Agreement.
Scope of Indemnification: The Buyer shall bear the costs of defense, settlement, or judgment. This includes claims arising from:

2.1. Misuse or improper handling of Vendor’s products or services by the Buyer.

2.2. Claims by third parties related to the Buyer’s use of Vendor’s offerings.

2.3. Any breach of Buyer’s obligations under this Agreement.
Survival Clause: The indemnification obligations set forth herein will survive the expiration or termination of this Agreement.

VIII. Dispute Resolution

A. Good Faith Negotiations

Initial Attempt: Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved through good faith negotiations between the Parties.
Timeframe: If the Parties are unable to resolve the dispute within [30] days through negotiations, the following steps apply.

B. Binding Arbitration

Arbitration Submission: Either Party may submit the dispute to binding arbitration before a single arbitrator.
Arbitration Rules: The arbitration will be conducted in accordance with the rules of the [American Arbitration Association (AAA)].
Arbitrator’s Decision

3.1. The decision of the arbitrator will be final and binding upon both Parties.

3.2. The arbitrator’s award may be entered in any court of competent jurisdiction.

C. Exceptions

Injunctive Relief: Notwithstanding the above, either Party may seek injunctive relief from a court of competent jurisdiction to prevent immediate harm or protect its rights during the dispute resolution process.
Waiver of Jury Trial: Both Parties waive their right to a jury trial in any legal proceedings related to this Agreement.

IX. Governing Law

A. Applicable Laws and Jurisdiction

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of [State Name], without regard to its conflict of laws principles.
Legal Actions and Proceedings: Any legal actions or proceedings arising under this Agreement shall be brought exclusively in the courts located in [State Name]. The Parties hereby consent to the jurisdiction of such courts.

B. Compliance and Regulations

Local, State, and Federal Laws: Both the Hotel and the Vendor agree to comply with all applicable local, state, and federal laws and regulations in their performance under this Agreement.
Quality Standards and Industry Regulations: All goods and services provided by the Vendor shall meet the quality standards and comply with relevant industry standards and regulations.

X. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Buyer

[Authorized Representative Name]

[Your Company Name]

Date: [Month Day, Year]

Vendor

[Authorized Representative Name]

[Vendor's Name]

Date: [Month Day, Year]