Grocery Store Wholesale Agreement
Grocery Store Wholesale Agreement
I. Introduction
A. Title of the Agreement
This document shall be known as the Grocery Store Wholesale Agreement. It outlines the terms and conditions for the supply of grocery products from [Second Party] to [Your Company Name].
B. Date of Agreement
The effective date of this Agreement is [Date]. All terms and conditions stipulated herein shall commence from this date.
C. Parties Involved
The Buyer, [Your Company Name], operates a chain of grocery stores and seeks to source products from reliable wholesale suppliers. The Seller, [Second Party], specializes in providing high-quality grocery items to retail businesses.
D. Purpose of the Agreement
The purpose of this Agreement is to establish a mutually beneficial relationship whereby [Second Party] supplies grocery products to [Your Company Name]. This Agreement ensures consistency in quality, pricing, and delivery of the products.
II. Terms and Definitions
"Products" refer to the grocery items listed in Appendix A, including but not limited to fresh produce, packaged goods, and dairy products. "Order" refers to any purchase order issued by [Your Company Name] to [Second Party] under this Agreement.
"Confidential Information" means any proprietary information exchanged between the parties, including pricing, product specifications, and business strategies. "Force Majeure" refers to events beyond the control of either party, such as natural disasters or government actions.
III. Products
A. Description of Products
The products to be supplied by [Second Party] include a variety of grocery items detailed in Appendix A. These items range from fresh fruits and vegetables to packaged snacks and household essentials.
B. Specifications and Standards
All products supplied must meet the quality standards established by [Your Company Name], which adhere to industry best practices and regulatory requirements. The Seller must ensure that all products are free from defects and comply with applicable food safety regulations.
C. Packaging Requirements
Products must be packaged in a manner that preserves their quality and safety during transportation and storage. Packaging must also comply with environmental regulations and support easy identification and handling within [Your Company Name]'s logistics system.
IV. Pricing and Payment Terms
A. Pricing Structure
The base prices for each product are listed in Appendix C and are subject to periodic review based on market conditions. Volume discounts will be applied as per the tiers specified in Appendix D, incentivizing bulk purchases by [Your Company Name].
B. Payment Terms
Payments shall be made via bank transfer within 30 days of the invoice date, ensuring timely financial transactions. In the event of late payments, a penalty of 1.5% per month will be applied to the outstanding amount.
C. Currency and Taxes
All payments will be made in United States Dollars (USD). Prices quoted are exclusive of applicable taxes, which will be added to the invoice and must be paid by [Your Company Name].
V. Ordering and Delivery
A. Ordering Procedures
Orders will be placed through [Your Company Name]'s online procurement system, which streamlines the ordering process and maintains order records. Minimum order quantities are specified in Appendix E to ensure cost-effective fulfillment by [Second Party].
B. Delivery Terms
Delivery of products shall occur within 7 business days from the placement of the order, ensuring a timely supply of goods. Deliveries will be made to [Your Company Name]'s distribution center located at [Your Company Address], with [Second Party] responsible for shipping costs.
C. Inspection and Acceptance
Upon delivery, [Your Company Name] will have 5 business days to inspect the products and ensure they meet the agreed-upon standards. If the products do not meet the acceptance criteria outlined in Appendix F, [Your Company Name] reserves the right to reject them and request replacements or refunds.
VI. Quality and Compliance
A. Quality Assurance
[Second Party] ensures all products meet the quality standards in Appendix G, covering freshness, shelf life, and integrity. Regular quality checks and certifications will be provided. Products failing to meet standards will be returned or replaced at no cost to [Your Company Name].
B. Compliance with Laws
Both parties must follow all relevant laws and regulations, including food safety, labeling, and environmental standards. [Second Party] will provide proof of compliance upon request. Changes in regulations must be communicated promptly, and both parties will collaborate to maintain compliance.
VII. Returns and Refunds
A. Return Policy
[Your Company Name] can return defective or non-conforming products within 15 days of delivery. Coordinate returns through our customer service for authorization and instructions. Products must be in original packaging and condition. [Second Party] will cover return shipping costs for non-compliant items.
B. Refund Policy
Refunds are processed within 30 days of receiving the returned items and issued via the original payment method unless both parties agree otherwise. For partial returns, refunds are proportional to the returned goods' value.
VIII. Confidentiality and Intellectual Property
A. Confidential Information
Both parties agree to keep exchanged information, such as pricing, product specs, and business strategies, confidential. No disclosure to third parties is allowed without written consent. This information must be protected as carefully as their own but with at least reasonable care, for two years after this Agreement ends.
B. Intellectual Property Rights
All intellectual property from [Second Party] remains theirs. [Your Company Name] has a non-exclusive, revocable license for marketing and sales. [Second Party] must get written approval to use [Your Company Name]'s trademarks and branding. Unauthorized use by either party is prohibited and may lead to legal action.
IX. Term and Termination
A. Term of the Agreement
This Agreement will commence on [Date], and remain in effect for a period of one year, unless terminated earlier as provided herein. The term can be extended if both parties agree in writing and will be reviewed 60 days before expiration for possible renewal or changes.
B. Termination Conditions
Either party may terminate this Agreement with 30 days' written notice to the other party. Breach of any major term in this Agreement may lead to immediate termination, allowing the non-breaching party to seek legal remedies.
C. Effects of Termination
Upon termination, all outstanding orders must be fulfilled, and any unpaid balances settled within 30 days. Both parties will return or destroy each other's Confidential Information upon termination. Pre-termination rights and obligations, including payment and indemnity, remain unaffected.
X. Dispute Resolution
A. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. Disputes will be resolved under these laws, with both parties submitting to [State]'s state and federal courts.
B. Mediation and Arbitration
In the event of a dispute, the parties agree to first attempt to resolve the issue through mediation. If mediation fails, the dispute will be resolved by binding arbitration under the American Arbitration Association rules in [City, State]. The arbitrator's decision will be final and binding, with each party covering its own costs and sharing the arbitrator's fees equally.
C. Jurisdiction
The parties agree to the exclusive jurisdiction of [City, State] courts for any disputes related to this Agreement. Legal actions must be filed within one year of the dispute arising, or they will be barred.
XI. Miscellaneous Provisions
A. Force Majeure
Neither party is liable for delays or failures due to uncontrollable events (e.g., acts of God, war, strikes, or regulations). The affected party must promptly notify the other in writing. If such an event lasts over 30 days, either party may terminate the Agreement without liability, except for prior obligations.
B. Amendments and Modifications
Amendments must be written and signed by authorized representatives; oral changes are not valid. Both parties agree to periodically review and discuss necessary adjustments in good faith.
C. Assignment
Neither party can assign this Agreement or its rights/obligations without the other's written consent, which can't be unreasonably withheld. Unauthorized assignments are void and may terminate the Agreement.
D. Entire Agreement
This Agreement is the complete understanding between the parties, overriding all prior communications. Each party confirms that they have not relied on anything outside what is explicitly stated in this Agreement.
E. Notices
Notices under this Agreement must be in writing and are considered given when delivered personally, by certified mail, or via a recognized overnight courier to the addresses specified herein. Notices should be sent to the parties' main business addresses or any other address designated in writing.
F. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. An invalid provision will be replaced with a valid one that closely matches the original intent, with both parties agreeing to negotiate in good faith.
G. Waiver
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it at a later time. Waivers must be in writing and signed. Waiving one breach doesn’t waive future breaches.
XII. Signatures
The undersigned representatives of [Your Company Name] and [Second Party] hereby agree to the terms and conditions set forth in this Grocery Store Wholesale Agreement. By affixing their signatures below, both parties acknowledge their mutual understanding and commitment to uphold the provisions of this Agreement.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party]
[Date]
