Cafe Supply Agreement

This Cafe Supply Agreement ("Agreement") is made and entered into as of [Month Day, Year], by and between [Your Company Name], a cafe located at [Your Company Address] ("Cafe"), and [Supplier Name], a company located at [Supplier Address] ("Supplier"). For the purposes of this Agreement, Cafe and Supplier may be referred to individually as a "Party" and collectively as the "Parties".

1. Purpose

The purpose of this Agreement ("Agreement") is to establish a mutually beneficial relationship between [Your Company Name], a cafe located at [Your Company Address] ("Cafe"), and [Supplier Name], a company located at [Supplier Address] ("Supplier"). This Agreement outlines the terms and conditions under which Supplier agrees to supply and deliver products to the Cafe, and Cafe agrees to purchase and accept delivery of such products. By formalizing this arrangement, both Parties aim to ensure a smooth and efficient supply chain process, fostering a strong business partnership based on trust and reliability.

2. Products

The products to be supplied by Supplier ("Products") include, but are not limited to, the following:

Espresso Beans: Premium Arabica beans sourced from [Origin], medium roast, suitable for espresso machines.
Assorted Teas: A selection of black, green, and herbal teas in individual tea bags, including flavors such as English Breakfast, Earl Grey, and Chamomile.
Dairy Products: Fresh whole milk, skim milk, and soy milk, delivered in 1-liter cartons.
Baked Goods: Daily assortment of freshly baked croissants, muffins, and scones.
Syrups and Sauces: Various flavored syrups for beverages, such as vanilla, caramel, and hazelnut, and chocolate and caramel sauce for topping.
Cleaning Supplies: Dishwashing liquid, surface cleaner, and sanitizer for maintaining hygiene standards in the cafe.
Disposable Items: Paper cups, napkins, and stir sticks for serving beverages.

2.1 Product Specifications

The Supplier agrees to supply Products that meet the specifications outlined in Appendix A. These specifications include, but are not limited to, quality standards, packaging requirements, and any other relevant details agreed upon by both Parties. By adhering to these specifications, the Supplier ensures that the Products delivered to the Cafe meet the agreed-upon standards, providing consistency and quality to the Cafe's customers.

2.2 Changes to Products

Any changes to the specifications, quantities, or delivery schedule of the Products must be mutually agreed upon in writing by both Parties. This ensures that any modifications to the agreed-upon terms are documented and acknowledged by both the Cafe and the Supplier. By requiring written agreement, both Parties can maintain clarity and avoid misunderstandings regarding changes to the Products.

3. Term

This Agreement shall commence on [Month Day, Year] ("Commencement Date") and shall continue in effect for a period of [0] years ("Term"), unless terminated earlier in accordance with the provisions of this Agreement. At the end of the initial Term, this Agreement may be renewed for additional periods upon mutual written consent of both Parties. Either Party may initiate discussions regarding the renewal of this Agreement at least [0] [days] before the expiration of the current Term.

4. Pricing and Payment

4.1 Pricing

The price for the Products shall be as specified in Appendix B, attached hereto and incorporated by reference herein. Such prices are inclusive of any and all taxes, duties, and charges applicable to the supply of the Products. The pricing structure may include:

4.1.1 Unit Prices: Detailed unit prices for each Product, as specified in Appendix B.

4.1.2 Volume Discounts: Any applicable discounts based on the volume of Products purchased.

4.1.3 Additional Charges: Any additional charges for special packaging, expedited delivery, or other services as agreed upon by both Parties.

4.2 Payment Terms

Payments shall be made by Cafe to Supplier within [0] days from the date of invoice. The following terms shall apply:

4.2.1 Invoice Issuance: Invoices shall be issued by Supplier following delivery of the Products.

4.2.2 Payment Method: Payments shall be made via [bank transfer].

4.2.3 Late Payments: Any payment not made within the specified period shall bear interest at a rate of $[0] per month.

4.2.4 Dispute Resolution: In the event of a disputed invoice, Cafe shall notify Supplier in writing within [0] days of receipt of the invoice, detailing the nature of the dispute. Both Parties shall work in good faith to resolve the dispute promptly.

5. Delivery

5.1 Delivery Schedule

The Supplier agrees to deliver the Products to the Cafe according to the delivery schedule set forth in Appendix C, attached hereto and incorporated by reference herein. The delivery schedule shall include:

5.1.1 Delivery Frequency: Deliveries shall be made on a [weekly] basis, as specified in Appendix C, to ensure that Cafe's inventory levels are adequately maintained.

5.1.2 Delivery Times: Deliveries shall occur between [Month Day, Year] and [Month Day, Year] on [Mondays], unless otherwise agreed upon in writing by both Parties.

5.1.3 Delivery Locations: Products shall be delivered to the following address: [Your Company Address]. If there are multiple delivery locations, the specific details of each location shall be included in Appendix C.

5.1.4 Notification of Delivery: Supplier shall provide advance notice of at least [24] before each delivery to ensure that Cafe can make necessary arrangements to receive the Products.

5.2 Risk of Loss

Risk of loss or damage to the Products will pass to Cafe upon their receipt at the delivery location specified in Appendix C. The following conditions apply:

5.2.1 Title Transfer: Title to the Products shall transfer to Cafe upon their receipt and acceptance at the delivery location. Supplier shall ensure that all necessary documentation for title transfer is completed accurately and provided to Cafe.

5.2.2 Insurance: Supplier shall maintain adequate insurance coverage for the Products during transit. This insurance shall cover any loss or damage to the Products until they are received and accepted by Cafe. Proof of insurance shall be provided to Cafe upon request.

5.3 Inspection and Acceptance

Cafe shall have the right to inspect the Products upon delivery. The inspection and acceptance process includes:

5.3.1 Inspection Period: Cafe shall inspect the Products within [0] days of delivery to verify that they conform to the specifications outlined in Appendix A.

5.3.2 Non-Conforming Products: If any Products do not conform to the agreed specifications, Cafe has the right to reject such Products. Rejection shall be communicated to Supplier in writing, detailing the reasons for rejection.

5.3.3 Replacement of Non-Conforming Products: Supplier shall, at its own expense, replace non-conforming Products promptly within [0] days of receiving the rejection notice. The replacement Products shall meet the specifications outlined in Appendix A and be delivered according to the agreed-upon delivery schedule.

5.3.4 Record of Inspection: Cafe shall maintain a record of all inspections conducted, including any issues identified and actions taken. This record shall be made available to Supplier upon request. Both Parties shall work collaboratively to resolve any issues identified during the inspection process.

5.3.5 Acceptance of Products: Products shall be deemed accepted by Cafe if no written rejection is provided to Supplier within [0] days of delivery. Acceptance does not waive Cafe's right to later claim that Products were defective or non-conforming if such defects were not apparent upon initial inspection.

6. Warranties

6.1 General Warranty

Supplier warrants that all Products supplied under this Agreement will:

6.1.1 Conformance to Specifications: The Products will conform to the specifications outlined in Appendix A. This includes meeting all quality standards, measurements, and any other criteria specified in the Product specifications. For example, if the Products are coffee beans, they must meet the specified grade, roast level, and origin detailed in Appendix A.

6.1.2 Freedom from Defects: The Products will be free from defects in material and workmanship. This means that the Products should be manufactured and processed correctly, ensuring there are no flaws that could affect their performance or quality. For instance, baked goods supplied should be free from any baking defects such as undercooking or burnt sections.

6.1.3 Legal Compliance: The Products will comply with all applicable laws and regulations, including health and safety standards, labeling requirements, and any other relevant regulations. For example, if the Products include dairy items, they must adhere to the FDA regulations regarding pasteurization and labeling.

6.2 Warranty Period

Supplier's warranty obligations under this section shall remain in effect for a period of [0] [months] from the date of delivery of the Products to Cafe.

6.3 Remedies for Breach of Warranty

In the event that any Products fail to meet the warranties set forth in this Agreement, Supplier shall, at Cafe's option, either:

6.3.1 Repair or Replacement: Promptly repair or replace the defective Products at Supplier's expense. For instance, if a batch of coffee beans is found to be defective, Supplier shall replace the entire batch with beans that meet the specifications.

6.3.2 Refund: Refund to Cafe the purchase price of the defective Products. This refund shall include any shipping or handling costs incurred by Cafe in returning the defective Products.

6.4 Exclusions

The warranties provided in this Agreement do not cover defects or non-conformities caused by:

6.4.1 Misuse: Improper handling or misuse of the Products by Cafe or any third party after delivery. For example, if the Products are stored in conditions not suitable for their preservation, such as high humidity for baked goods.

6.4.2 Alterations: Any alterations or modifications made to the Products by Cafe or any third party without Supplier's prior written consent. For instance, adding unauthorized ingredients to food products supplied by Supplier.

6.4.3 External Factors: External factors beyond Supplier's control, such as natural disasters, accidents, or other acts of God.

6.5 Disclaimer of Implied Warranties

Except as expressly stated in this Agreement, Supplier disclaims all other warranties, express or implied, including but not limited to any implied warranties of merchantability and fitness for a particular purpose. This disclaimer does not affect any statutory warranties that cannot be excluded or limited by applicable law.

6.6 Warranty Claims

Cafe shall notify Supplier in writing of any warranty claims within [0] days of discovering the defect or non-conformity. This notice shall include a detailed description of the issue and any supporting documentation or evidence, such as photographs or test results. Supplier shall respond to such claims within [0] days of receipt and provide a resolution in accordance with Section 6.3.

7. Confidentiality

7.1 Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, customer lists, financial information, and any other information that is not generally known to the public.

7.2 Obligations of Receiving Party

The Receiving Party agrees to:

7.2.1 Maintain Confidentiality: Keep the Disclosing Party's Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.

7.2.2 Use for Limited Purpose: Use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not for any other purpose.

7.2.3 Limit Access: Limit access to the Confidential Information to its employees, agents, or contractors who have a need to know the information for the purpose of performing their duties under this Agreement. The Receiving Party shall ensure that such employees, agents, or contractors are bound by confidentiality obligations similar to those set forth in this Agreement.

7.2.4 Protection of Confidential Information: Take reasonable measures to protect the confidentiality of the Confidential Information, including but not limited to implementing and maintaining appropriate security measures to prevent unauthorized access, use, or disclosure of the Confidential Information.

7.3 Exceptions

The obligations of confidentiality set forth in this Agreement shall not apply to any information that:

7.3.1 Is or becomes publicly available through no fault of the Receiving Party;

7.3.2 Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party;

7.3.3 Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or

7.3.4 Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

7.4 Survival

The obligations of confidentiality set forth in this Agreement shall survive the termination of this Agreement for a period of [0] years.

7.5 Return or Destruction of Confidential Information

Upon the termination of this Agreement or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, including all copies thereof, and provide written certification of such return or destruction if requested by the Disclosing Party.

8. Termination

8.1 Termination for Convenience

Either Party may terminate this Agreement for any reason by providing [0] days' written notice to the other Party.

8.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within [0] days of receiving written notice thereof.

9. Indemnification

9.1 Indemnification Obligation

Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from any negligent act or omission, willful misconduct, or violation of any laws by the Indemnifying Party in connection with this Agreement.

9.2 Indemnification Procedure

9.2.1 Notice of Claim: The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, action, or proceeding for which indemnity is sought under this Agreement (a "Claim"). The failure to give timely notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure.

9.2.2 Defense of Claim: The Indemnifying Party shall have the right to assume the defense of any Claim at its own expense and with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any Claim.

9.2.3 Settlement of Claim: The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

9.2.4 Payment of Settlement or Judgment: If the Indemnifying Party assumes the defense of a Claim in accordance with this Agreement and a settlement is reached or a final judgment is rendered against the Indemnified Party, the Indemnifying Party shall pay the amount of such settlement or judgment, including any reasonable attorneys' fees and costs incurred by the Indemnified Party.

9.3 Limitation of Liability

Notwithstanding anything to the contrary in this Agreement, the total liability of the Indemnifying Party under this Section 9 shall not exceed the total amount paid or payable by the Indemnified Party to the Indemnifying Party under this Agreement.

9.4 Exclusions

The indemnification obligations set forth in this Section 9 shall not apply to any Claim arising out of or resulting from the Indemnified Party's breach of this Agreement or its negligence or willful misconduct.

10. Governing Law

10.1 Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of [State], without regard to its conflict of law principles. The Parties agree that the laws of [State] will exclusively govern any disputes or claims arising out of or in connection with this Agreement.

10.2 Jurisdiction and Venue

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County, State]. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection that such courts are an inconvenient forum.

10.3 Compliance with Laws

Each Party shall comply with all applicable laws, statutes, regulations, and ordinances of [State] and any other jurisdiction in which it performs its obligations under this Agreement. Each Party shall be responsible for obtaining all necessary permits, licenses, and approvals required to perform its obligations under this Agreement.

10.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable under the laws of [State], the validity or enforceability of the remaining provisions shall not be affected. The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that reflects the original intent of the Parties as closely as possible.

11. Dispute Resolution

11.1 Good Faith Negotiations

The Parties agree to first attempt to resolve any disputes, controversies, or claims arising out of or relating to this Agreement, or the breach thereof, through good faith negotiations. Each Party shall designate a senior representative with the authority to resolve the dispute to meet and attempt to resolve the dispute within [30] days of a written notice of dispute.

11.2 Mediation

If the dispute cannot be resolved through good faith negotiations within [30] days, the Parties agree to submit the dispute to mediation. The mediation shall be conducted by a mutually agreed upon mediator from the [American Arbitration Association] or another recognized mediation service. The Parties shall share the costs of mediation equally. The location of the mediation shall be [City, State].

11.3 Binding Arbitration

If the dispute cannot be resolved through mediation within [60] days from the start of mediation, the dispute shall be finally resolved by binding arbitration. The arbitration shall be conducted in accordance with the rules of the [Arbitration Association] in effect at the time of the arbitration. The arbitration shall be held in [City, State], and the decision of the arbitrator(s) shall be final and binding on the Parties. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11.4 Costs and Fees

Each Party shall bear its own costs and expenses of the arbitration, including attorneys' fees, except that the costs and expenses of the arbitrator(s) and the arbitration proceeding shall be shared equally by the Parties, unless the arbitrator(s) determine otherwise in the award.

11.5 Confidentiality

Any and all proceedings, discussions, and documents related to the dispute resolution process, including the arbitration proceedings, shall be kept confidential by the Parties and shall not be disclosed to any third party, except as required by law or to enforce the arbitration award.

11.6 Interim Relief

Notwithstanding the foregoing, either Party may seek interim or provisional relief from a court of competent jurisdiction if necessary to protect the rights or property of that Party pending the resolution of the dispute through negotiation, mediation, or arbitration.

12. Miscellaneous

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

12.2 Amendments

No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties.

12.3 Assignment

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party.

12.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, by overnight courier, or by registered or certified mail, return receipt requested, to the addresses specified below: